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Director’s Report

Director’s Report 1

The directors present their Strategic Report on Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2017. (a) Business review and future developments The Company is an indirect wholly owned subsidiary of CK Hutchison Holdings Limited ("CKHH''), a limited liability Cay

Directors Report 1

The directors present their Strategic Report on Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2017. (a) Business review and future developments The Company is an indirect wholly owned subsidiary of CK Hutchison Holdings Limited ("CKHH''), a limited liability Cayman Islands company registered and listed in Hong Kong. The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK. The net assets of the Company increased to ?6.6 billion (2016: ?6.2 billion), principally as a result of the Company's profit. A significant source of liquidity for the Company comes from cash generated from trading activities and inter-company funding. During the year, the Company continued to invest in the network to support its long term strategic aims, with total tangible fixed asset expenditure of ?352 million (2016: ?266 million). The Company delivered an EBITDA of ?691 million for the year ended 31 December 2017 which is marginally lower than prior year by ?42 million. This is principally the result of an increase in operating expenses as the Company began its transformation programme to ensure its technology and network infrastructure is enhanced to enable future business growth and greater efficiencies. Turnover continued to grow year on year (+7%) driven by both service revenue from the increase in customer base and an increase in handset revenue from new customer contracts. Margin per customer, however, declined as the Company continued to operate in an extremely competitive market landscape meaning price erosion in the key voice markets. The active customer base of the Company has grown during the year by 10% to 10 million at 31 December 2017 hitting a significant milestone. Since the European Commission blocked the acquisition of 02 UK by CKHH Group in 2016, 2017 was the first full year of executing the updated standalone strategy. This strategy looked at opportunities of organic growth, exploring new revenue streams and transforming into a more digital business. During the year, the Company acquired 100% of the share capital of Transvision Investments Limited ("TIL"), a company incorporated in the British Virgin Islands and operating in the UK through UK Broadband Limited ("UKB") under the "Relish" brand, for a price of ?292.5 million. Subsequent to the year end on 25 January 2018, TIL has transferred 100% of its investment in UKB to the Company through a distribution in specie. As a result, the Company has gained direct ownership of 1,000 ordinary shares, having face value of ?1 each, of UKB representing 100% of UKB's share capital. The acquisition has provided the Company with both a strong spectrum portfolio, that will support the Company's future 5G network rollout, and access to a fixed wireless access business via the Relish brand that will support diversified product and customer growth. During the year the Company also further diversified its brand portfolio by launching SMARTY, a new SIM-only mobile sub brand that is built to be simple and honest, and also launching a new customer loyalty app, Wuntu, which has focussed on providing offers and rewards to Three's customers. 2017 also saw the beginning of the Company's digital transformation programme, resulting in significant investment in technology platforms as well as organisational changes to allow the Company to operate and compete as a more digital led business. The transformation programme will ultimately lead to cost savings, improved customer experience and increased product flexibility and speed to market, which will support the Company's strategic objectives. This transformation programme will continue through 2018.

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Hutchison 3G UK Limited

Strategic Report for the year ended 31 December 2017 (continued) (a)Business review and future developments (continued) The Regulatory landscape is continuously impacting UK mobile networks. Roaming regulations in the European Union ("EU") have been introduced, allowing customers to roam freely in the EU using their bundled minutes, texts and data. Three was already at the forefront of this. customer centric view with its "Feel at Home" proposition launched in 2013 and enhanced significantly in subsequent years. Three continued to add new destinations to this proposition during the year taking the global footprint to 71 destinations, both in the EU and the rest of the world, these being the most visited destinations by our customers. In 2017, Three continued to disrupt the market and strengthen its brand. Innovative propositions continued with the launch of "Go Binge" allowing customers to stream certain music and video services without impacting their data bundles. This proposition was well received in the marketplace and enabled Three to maintain its share of a highly competitive market earning Three the 2017 Mobile Choice Award for best network. Three also increased its 4G footprint, growing both geographical and in-building coverage resulting in Three winning the 2017 Mobile Choice Awards for best network for data. Three's customer satisfaction remained industry leading with a Net Promoter Score (a proxy for positive word of mouth) of +19. In 2018, the Company will focus on embedding its digital transformation programme, the continued growth of its core Three brand offering and accelerating new business growth opportunities through Relish, SMARTY and Wuntu. The Company will also be preparing its network for 5G technology as well as continuing its investment in 4G capacity and coverage improvements. (b)Key performance indicators ("KPI") The key performance indicators used for internal performance, which are relevant to understanding of the Company's performance by a user of these financial statements, are set out below: Sheet2 For the year ended 31 December Turnover EBITDA(4) Registered customer base ('000) -of which prepaid -of which postpaid Active customer base ('000)(1) -of which prepaid of which postpaid Contract customers as a percentage of the total registered customer base Contract customers' contribution to the net customer service revenue base Active customers as a percentage of the total registered customer base Page 4 Hutchison 3G UK Limited

Strategic Report for the year ended 31 December 2017 (continued) Sheet3 Note 1: An active customer is one that has generated revenue from an outgoing call, incoming call or data service in the preceding three months. Note 2: ARPU equals total monthly revenue, including incoming mobile termination revenue and contributions for a handset/device in postpaid contract bundled plans, divided by the average number of active customers during the year. Note 3: Net AMPU equals total monthly revenue, including incoming mobile termination revenue but excluding contributions for a handset/device in postpaid contract bundled plans, less direct variable costs (including interconnection charges and roaming costs) (i.e. net service margin), divided by the average number of active customers during the year. Note 4: EBITDA represents Earnings before Interest, Tax, Depreciation and Amortisation and is computed as operating profit less depreciation and amortisation charges as disclosed in these financial statements. EBITDA is considered to be an appropriate indicator of the Company's performance considering the structure and operating model of the Company. (c)Principal risks and uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company. The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation. The Company's key risks and the activities in place to manage them are monitored on a regular basis. Following the referendum on Brexit and recent parliamentary discussions thereon, the UK is leaving the European Union. The Company does not anticipate that the decision will have significant implications for its immediate day to day operations or future plans but will continue to monitor the effects of the decision given the uncertainty around the likely terms of the post-Brexit arrangements between the UK and EU. The Company is currently engaged in legal proceedings with tax authorities in relation to uncertain tax matters. Relevant provisions have been recognised based on the Company's view of potential exposure whilst payments have been made to tax authorities for the full amounts in dispute to avoid interest and penalties being incurred. Further detai)s can be found in note 3. (d)Financial risk management The Company's major non-derivative financial instruments include cash, debtors/creditors and borrowings that arise directly from its operations. The Company uses derivatives, principally forward currency contracts, as appropriate for risk management purposes only, for managing the Company's assets and liabilities. It is the Company's policy not to enter into derivative transactions for speculative purposes. It is also the Company's policy not to invest in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure. The Company's treasury function sets financial risk management policies in accordance with the CKHH Group's policies and procedures as approved by its directors. The Company's treasury policies are designed to mitigate the impact of fluctuations in exchange rates and to minimise the Company's financial risk. Page 5 Hutchison 3G UK Limited

Strategic Report for the year ended 31 December 2017 (continued) (d) Financial risk management (continued) (a)Price risk and currency risk The Company is primarily exposed to price and currency risk on the purchase of handsets, network equipment and purchased spectrum which are US dollar and Euro denominated transactions. Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts. (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash. Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what management believe to be high quality financial institutions. The Company is exposed to its customers defaulting on the payment of their debts. The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance and the transfer of credit risk to counterparties through sale of certain current debtors. No credit is given to prepaid customers. Concentration of credit risk with respect to trade debtors is considered limited given that the Company's customer base is large and unrelated. (c)Liquidity risk The Company is generating sufficient cash flows to meet its debts as and when they become due. On behalf of the Board ? David Dyson Director IT HA R. 2.010

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Directors' Report for the year ended 31 December 2017 The directors present their report and the audited financial statements of Hutchison 3G UK Limited with registered number 03885486 for the year ended 31 December 2017. Directors The directors who held office during the year and up to the date of signing of the financial statements are as follows: Canning Fok Victor Li Frank Sixt Dominic Lai Edith Shih Jonathan Miller (Appointed 20 November 2017) Christian Salbaing David Dyson Robert Finnegan Richard Woodward Robert Eckert (Resigned 20 November 2017) Directors' indemnities The Company has granted third party indemnities to the above directors, capped at an individual limit of US$20 Million for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as- directors of the Company or of one or more of its subsidiaries. The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of directors and officers for as long as they remain in their positions. The third-party indemnity was in force during the financial year and also at the date of approval of the financial statements. Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole. Communication with all employees continues through the intranet, newsletters, workshops and briefing groups. The Company also encourages employee engagement in company performance through bonus schemes. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.

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Hutchison 3G UK Limited

Directors' Report for the year ended 31 December 2017 (continued)

Future developments Please refer to the Strategic Report for the Company's business review and future developments. Financial risk management Please refer to the Principal risks and uncertainties section of the Strategic Report for the Company's financial risk management policies.

Dividend The directors do not recommend the payment of a dividend for the year (2016: nil).

Events occurring after the Statement of Financial Position date On 25 January 2018, TIL has transferred 100% of its investment in UKB to the Company through a distribution in specie. As a result, the Company has gained direct ownership of 1,000 ordinary shares, having face value of ?1 each, of UKB representing 100% of UKB's share capital. Subsequent to the year end Ofcom have announced a new spectrum auction and the Company are looking to participate in this process and as a result have placed a deposit with Ofcom as part of the requirements of the auction, which is a competitive process therefore an estimate of the final financial impact cannot currently be made. Statement of directors' responsibilities The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; ?make judgements and accounting estimates that are reasonable and prudent; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 8 Hutchison 3G UK Limited

Directors' Report for the year ended 31 December 2017 (continued) Disclosure of information to auditors So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware. The directors have taken all the steps that ought to be taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Independent auditors The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to be reappointed and are deemed to be reappointed as auditors unless otherwise resolved by the directors or shareholders. On behalf of the Board

David Dyson Director i '5"- 111.519_ 201G

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Independent Auditors' Report to the Member of Hutchison 3G UK Limited Report on the financial statements Opinion In our opinion, Hutchison 3G UK Limited's financial statements: ?give a true and fair view of the state of the company's affairs as at 31 December 2017 and of its profit for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law); and ?have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Report and Financial Statements (the "Annual Report"), which comprise: the Statement of Financial Position as at 31 December 2017; the Statement of Comprehensive Income, the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when: ?the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or ?the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern. Reporting on other information The other information comprises all the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

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Independent Auditors' Report to the Member of Hutchison 3G UK Limited (Continued) Report on the financial statements (Continued) Reporting on other information (Continued) In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also to report certain opinions and matters as described below. Strategic Report and Directors' Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and the Directors' Report for the year ended 31 December 2017 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors' Responsibilities set out on page 8, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditors' responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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Independent Auditors' Report to the Member of Hutchison 3G UK Limited (Continued) Responsibilities for the financial statements and the audit (Continued) Auditors' responsibilities for the audit of the financial statements (Continued) A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report. Use of this report This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or ?. certain disclosures of directors' remuneration specified by law are not made; or ?the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility.

Statement of Comprehensive Income for the Year Ended 31 December 2017 Sheet4 The results relate to activities which are continuing. The notes on pages 16 to 39 form an integral part of the financial statements.

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Registered number 03885486 Statement of Financial Position as at 31 December 2017 Sheet5 The notes on pages 16 to 39 form an integral part of the financial statements. The financial statements on pages 13 to 39 were approved by the Board of Directors on It March 2018 and were signed on its behalf by:

--), David Dyson Director

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Statement of Changes in Equity for the Year Ended 31 December 2017 Sheet6 Page 15 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 1 General information Hutchison 3G UK Limited (the "Company") is a private limited company incorporated and domiciled in the United Kingdom having its registered office at Star House, 20 Grenfell Road, Maidenhead, Berkshire SL6 1EH. The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK. The Company's financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (?000) except when otherwise indicated. The principal accounting policies applied in the preparation of these financial statements are set out in Note 2. These policies have been consistently applied to all the years presented, unless otherwise stated. 2 Accounting policies (a) Basis of preparation The Company has taken advantage of the exemption under s401 of the Companies Act 2006 not to prepare consolidated financial statements as it is an indirect wholly- owned subsidiary of CK Hutchison Holdings Limited ("CKHH"), a company listed on The Stock Exchange of Hong Kong Limited, which prepares consolidated financial statements. The Company is included in the consolidation of CKHH and the consolidated financial statements of CKHH are publicly available. These financial statements have been prepared in accordance with United Kingdom Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006 under the historical cost convention. FRS 101 sets out a reduced disclosure framework for a 'qualifying entity' as defined in the standard which addresses the financial reporting requirements and disclosure exemptions in the individual financial statements of qualifying entities that otherwise apply the recognition, measurement and disclosure requirements of EU-adopted IFRS. The Company is a qualifying entity for the purpose of FRS 101 and Note 28 gives details of the Company's ultimate parent company and where its consolidated financial statements may be obtained from. The disclosure exemptions adopted by the Company in accordance with FRS 101 are the requirements of: ?IFRS 7, 'Financial Instruments: Disclosures'; ?Paragraphs 91 to 99 of IFRS 13, 'Fair value measurement' (disclosure of valuation techniques ?Paragraph 38 of IAS 1, 'Presentation of financial statements' comparative information (i)paragraph 79(a)(iv) of IAS 1; (ii)paragraph 73(e) of IAS 16 Property, plant and equipment; (iii)paragraph 118(e) of IAS 38 Intangible assets (reconciliations between the carrying amount at ?The following paragraphs of IAS 1, 'Presentation of financial statements': ?10(d), (statement of cash flows); ?16 (statement of compliance with all IFRS); ?38A (requirement for minimum of two primary statements, including cash flow statements); ?38B-D (additional comparative information); ?40A-D (comparative information on prior year restatements); ?111 (cash flow statement information) ?134-136 (capital management disclosures); ?IAS 7, 'Statement of cash flows', Page 16 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (a) Basis of preparation (continued) ?Paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' been issued but is not yet effective); ?Paragraph 17 of IAS 24, 'Related party disclosures' (key management compensation); ?The requirements in IAS 24, 'Related party disclosures' to disclose related party transactions ?The requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS

The directors are required to prepare financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business. The directors believe that the adoption of the going concern basis in the preparation of the financial statements is appropriate as the Company is forecasted to be profitable and cash generative for the foreseeable future. The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. (b) Turnover Turnover represents amounts earned for services rendered and for the sale of mobile and related devices, net of value-added tax assessed as payable on taxable supplies and discounts. Turnover from mobile communication services comprises amounts charged to customers in respect of monthly access charges, airtime usage, messaging and the provision of other mobile telecommunications services, including data services and information provision. Monthly recurring charges and additional airtime used by contract customers are invoiced and recorded as part of a periodic billing cycle and recognised as turnover over the related access period. Unbilled turnover resulting from services already provided from the billing cycle date to the end of each period is accrued, and unearned monthly access charges relating to periods after each accounting period are deferred. Turnover from the sale of prepaid credit is deferred until such time as the customer uses the airtime, or the credit expires. Turnover for device sales is recognised when the device is delivered to the end customer and the connection is activated, which is when the sale of this device is considered to be complete. For bundled transactions under contracts comprising the provision of mobile telecommunications services and sale of a device, the amount of turnover recognised upon the sale of the device is determined by considering the estimated fair values of each of the services element and device element of the contract. The Company generally determines the fair value of individual elements on the basis of cost plus a reasonable margin. Revenue from interconnection fees is recognised at the time the services are performed.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (c)Operating costs Operating costs include customer acquisition and retention costs and other costs of sales. The customer acquisition and retention costs include net equipment cost, net commissions, direct marketing costs and own retail store costs. Other costs of sales include network, interconnect and roaming costs. Costs that can be directly assigned to revenue generated by the Company are recognised in the period to which the revenue relates to. Costs that can only be indirectly assigned to revenue or other economic benefits obtained are recognised in the portion pertaining to the period over which the revenue is generated or other economic benefits obtained by the Company. (d)Pension costs The Company contributes to a defined, contribution personal pension plan in respect of its employees. Pension costs are charged to the Statement of Comprehensive Income in the year to which the contributions relate. The Company has no further payment obligations once the contributions have been paid. (e)Interest payable and similar charges Costs incurred in raising debt finance are deducted from the amount raised and amortised over the period of the debt facility to produce a constant rate of financing charge. Interest payable and similar charges that are directly attributable to the construction of a tangible fixed asset are capitalised as part of the cost of the relevant asset and depreciated over the asset's life. The capitalisation rate in any given period is based on the weighted average of the rates incurred on the Company's borrowings outstanding during the period. Capitalisation of interest ceases when substantially all the activities necessary to get the tangible fixed asset ready for use are complete. Other finance costs are charged to the Statement of Comprehensive Income on an accruals basis. (f)Dividend income Dividend income is recognised when the right to receive payment is established. (9) Intangible assets and amortisation Licences are stated at cost less accumulated amortisation and impairment charge. The cost of Universal Mobile Telecommunication System ('UMTS?), 4G and other licences comprises upfront payments made for acquiring the licences and acquisition costs capitalised. All licences, except UMTS and 4G licences, are being amortised from the later of the start of the licence or the date when the licence is first available for use, to the end of the licence period on a straight-line basis. The licence amortisation is included within operating costs.

Page 18 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (g)Intangible assets and amortisation (continued) The UMTS and 4G licences are considered to have indefinite lives, however they are subject to an annual fee (see Note 13). The initial cost of the license is capitalised and is reviewed annually for impairment (see Note 3). The annual fee is recognised as an expense as incurred. Software licences and other similar licences are stated at cost and amortised on a straight-line basis over the respective licence terms. These licences range in useful economic life from 3 years to 10 years. Where the Company obtains the right to use, at no cost, 3G or 4G capabilities across cell sites in the UK, which had not been previously accessible to the Company, this right is considered to be an intangible asset and is valued using a replacement cost model. Amortisation commences when the access rights are available for use over the life of the right of access based on the expected usage of the asset. These right to use assets range in useful economic life of up to 10 years. Where impairment is judged to have occurred, a provision is made for diminution in value and charged to the Statement of Comprehensive Income in that period. (h)Tangible assets and depreciation Tangible fixed assets are stated at cost of acquisition or at construction cost, less accumulated depreciation and impairment charges. The cost of fixed assets includes only those costs directly attributable to bringing the asset into working condition for its intended use, including direct staff costs and any associated finance costs. Assets held under leases or other arrangements, which confer rights and obligations similar to those attaching to owned assets, are capitalised as tangible fixed assets. Tangible fixed assets are depreciated to their expected recoverable amounts on a straight-line basis over their estimated useful lives from the time they are brought into use at the following rates: Leasehold improvements over the lease term or the useful life if shorter Plant, equipment and other assets 10% - 33.3% per annum Network infrastructure 2.5% - 33.3% per annum Included in network infrastructure are estimated costs, measured at present value, to restore the cell sites to their original state on the relocation of the cell site equipment in accordance with the lease agreement. Payments on account and assets in the course of construction are not depreciated. The useful economic lives of tangible fixed assets are reviewed at the end of each reporting period and the lives are revised if expectations are significantly different from previous estimates. In determining the useful economic lives, the expected use of the assets by the Company is taken into consideration, including the upgrade, replacement and repair and maintenance programmes of the Company and the expected economic or technological obsolescence of the assets including the Company's ability to extend and/or renew related operating agreements. If the useful economic lives of any tangible fixed assets are revised, the carrying amounts of the tangible fixed assets at the date of revision are then depreciated over the revised remaining useful economic lives. Compensation from third parties for fixed assets that have been impaired, lost or exchanged is included in the Statement of Comprehensive Income when the compensation becomes receivable. Where the compensation is in the form of non-monetary assets, it is measured at the fair value of the asset given up, unless the fair value of the asset received is more clearly evident, in which case it is measured at the fair value of the asset received. Page 19 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (I) Impairment of non-financial assets Non-financial assets not ready to use are not subject to amortisation or depreciation. Such assets and intangibles with indefinite useful economic life are tested annually for impairment and when there are indicators of impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. (j)Investments Investments in subsidiaries and associates are recorded at cost, less provision for any impairment. Investments in joint arrangements are classified either as joint operations or joint ventures, depending on the contractual rights and obligations each investor has. Joint operations arise where the investors have rights to the assets and obligations for the liabilities of an arrangement. A joint operator accounts for its share of the assets, liabilities, revenue and expenses. Joint ventures arise where the investors have rights to the net assets of the arrangement. Joint ventures are accounted at cost less provision for any impairment. (k)Stock Stock comprises mobile telecommunications equipment and related goods for resale and is 'valued at the lower of cost and net realisable value. Cost of stock is calculated based on weighted average cost updated as required to reflect changing manufacturer costs. Net realisable value is the estimated selling price in the ordinary course of business less applicable variable selling costs. A provision is made, where required, for slow moving, obsolete and defective stock. (I) Debtors Debtors are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method less any provision for impairment. Provisions are maintained in respect of bad and doubtful debts for estimated losses resulting from customers not making the required payments. Estimates are based on the aging of the debt balances and historical experience. Where the Company transfers substantially all of the credit and late payment risk to the counterparty in a debt sale, the net carrying amount of the underlying debt is derecognised from the Company's Statement of Financial Position. Differences between proceeds received and carrying amount are taken to operating cost. (m)Prepayments Prepayments are recognised as an asset only when payment for the goods or services is made in advance of the Company obtaining access to the goods or receiving the services. The prepayment is then proportionately charged to the Statement of Comprehensive Income over the period in which economic benefit from the goods or services is utilised. (n)Cash at bank and in hand Cash and cash equivalents includes cash in hand, deposits at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (o) Provisions Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as interest expense. The Company recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract. (P) Loans Obligations for loans are recognised when the Company becomes party to the contract. They are measured initially at the fair value and subsequently at amortised cost using the Effective Interest Rate method ("EIR"). Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as an interest charge in the Statement of Comprehensive Income. (c1) Leased assets Where the Company has substantially all the risks and rewards of ownership of an asset subject to a lease, that lease is treated as a finance lease with the equivalent cost recorded as both a fixed asset and a liability. Depreciation is provided in line with the Company's accounting policy for the underlying assets. Finance charges, included in interest, are allocated over each lease to produce a constant rate of charge on the outstanding balance. All other leases for the use of assets are accounted for as operating leases and the rental costs are charged to the Statement of Comprehensive Income on a straight-line basis over the term of the lease. (r) Taxation The tax expense for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholders' funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholders' funds, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the Statement of Financial Position date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the Statement of Financial Position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Page 21 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (r) Taxation (continued) Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset relate to income taxes levied by the same taxation authority on either the same taxable entity or different ?taxable entities where there is an intention to settle the balances on a net basis. Tax liabilities are recognised when it is considered probable that there will be a future outflow of funds to

Tax provisions are based on management's best estimate of the likelihood of settlement. Management

(s)Merger reserve Transfer of assets and liabilities between the Company and its subsidiaries are accounted for as mergers. from consideration paid is recorded as a merger reserve. (t)Foreign currency transactions Transactions denominated in foreign currencies are translated into sterling at the rate prevailing at the the end of the year, are translated into sterling at the year-end rate of exchange. All exchange differences on monetary items are taken to the Statement of Comprehensive Income. (u)Financial assets The Company classifies its financial assets in the following categories: at fair value through profit or loss, acquired. Management determines the classification of its financial assets at initial recognition. All financial assets are recognised initially at fair value. The subsequent measurement of financial assets depends on their classification as follows: Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable receipts that are not receivables are carried at amortised cost using the effective interest method less impairment. Interest calculated using the effective interest method is recognised in the Statement of Comprehensive Income. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets where changes in fair value are the reporting period subsequent to initial recognition, these financial assets are carried at fair value. In addition, any dividends or interest earned on these financial assets are recognised in the Statement of Comprehensive Income.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (v) Derivative financial instruments Derivative financial instruments are utilised by the Company in the management of its foreign currency exposures. The Company's policy is not to utilise derivative financial instruments for trading or speculative purposes. Derivative financial instruments are accounted for as hedges when they meet the criteria for hedge accounting. All derivative financial instruments held for hedging purposes are identified as hedges of the underlying asset or liability from inception. The effective portion of changes in the fair value of derivatives that qualify as cash flow hedges is recognised in other comprehensive income and is reclassified to Statement of Comprehensive Income in the periods when the hedged item affects the Statement of Comprehensive Income. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised in the Statement of Comprehensive Income as they arise. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gains or losses relating to cash flow hedges recognised in equity are initially retained in equity and subsequently recognised in the Statement of Comprehensive Income in the same periods in which the previously hedged item affects net profit or loss. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the Statement of Comprehensive Income immediately. 3 Critical accounting estimates and judgements The preparation of financial statements often requires the use of judgements to select specific accounting methods and policies from several acceptable alternatives. Furthermore, significant estimates and assumptions concerning the future may be required in selecting and applying those methods and policies in the financial statements. The Company bases its estimates and judgements on historical experience and various other assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates and judgements under different assumptions or conditions. The following is a review of the more significant assumptions, estimates and judgments as well as the accounting policies and methods used in the preparation of the financial statements. 3.1 Critical accounting estimates and assumptions (a) Carrying value of long lived assets Assets that have an indefinite useful life are tested for impairment annually and when there is indication that they may be impaired. Assets that are subject to depreciation and amortisation are reviewed for impairment to determine whether there is any indication that the carrying value of these assets may not be recoverable and have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 3 Critical accounting estimates and judgements (continued) 3.1 Critical accounting estimates and assumptions (continued) (a) Carrying value of long lived assets (continued) Estimation is required in assessing assets for impairment, particularly in determining: ?whether the carrying value of an asset can be supported by the recoverable amount, being the higher upon the continued use of the asset in the business; ?the appropriate key assumptions to be applied in preparing cash flow projections including whether ?the appropriate values or ranges for the key assumptions to be applied in preparing cash flow management could significantly impact the Company's impairment evaluation and hence reported assets and profits or losses. Further details are included in Notes 13 and 14. Any impairment loss is recognised in the Statement of Comprehensive Income. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). Prior impairments of non-financial assets are reviewed for possible reversal at each reporting date. (b) Depreciation and amortisation Tangible and intangible assets (excluding Telecommunication licenses) Depreciation and amortisation of operating assets constitutes a substantial operating cost for the Company. The cost of tangible and intangible assets (excluding Telecommunication licenses) is charged as depreciation or amortisation expense over the estimated useful lives of the respective assets using the straight-line method. The Company periodically reviews changes in technology and industry conditions, asset retirement activity and residual values to determine adjustments to estimated remaining useful lives and depreciation rates. Actual economic lives may differ from estimated useful lives. Periodic reviews could result in a change in depreciable lives and therefore depreciation expense in future periods. The annual depreciation and amortisation charge is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re- assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. Telecommunications licences Estimation is required to determine the useful lives of the Company's telecommunications licences. The actual economic lives of the Company's telecommunications spectrum licences may differ from the current contracted or expected licence periods, which could impact the amount of amortisation expense charged to the Statement of Comprehensive Income. In addition, the government has the ability to revise the terms of licences, amongst other terms, the contracted or expected licence period, which could also impact the amount of amortisation expense charged to the Statement of Comprehensive Income.

Page 24 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 3 Critical accounting estimates and judgements (continued) 3.1 Critical accounting estimates and assumptions (continued) (c)Allocation of revenue for bundled telecommunications transactions with customers The Company has bundled transactions under contract with customers including sales of both services and hardware (for example handsets). The amount of revenue recognised upon the sale of hardware is determined by considering the estimated fair values of each of the service element and hardware element of the contract. Significant estimation is required in assessing fair values of both of these elements. The Company generally determines the fair value of individual elements on the basis of cost plus a reasonable margin. Changes in the estimated fair values may cause the revenue recognised for sales of services and hardware to change individually but not the total bundled revenue from a specific customer throughout its contract term. The Company periodically re-assesses the fair value of the elements due to changes in market conditions to ensure margin on each element are still considered reasonable. (d)Taxation The Company's tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Company's total tax charge involves estimation and judgement in respect of certain matters where the tax impact is uncertain until a conclusion is reached with the relevant tax authority or through a legal process. The final resolution of some of these items may give rise to material profits, losses and/or cash flows. Resolving tax issues can take many years as it is not always within the control of the Company and often depends on the efficiency of legal process. (e)Provisions and contingent liabilities In relation to all ongoing proceedings', including those with relevant tax authorities regarding uncertain tax positions, estimation is required to assess the level of provisioning required to reflect the Company's best estimate of financial exposure. The Company is in dispute with tax authorities in relation to a number of tax positions. For a more progressed indirect tax dispute, a provision has been recorded to reflect the Company's current best estimate of the potential exposure whilst a payment for the full amount in dispute has been made to tax authorities, on a without prejudice basis for this dispute. Such payment mitigates the risk of interest and penalties in the event the matter is settled counter to the Company's expectations. The net debtor arising out of the payment made and provision recognized is substantial and included within prepayments and other debtors in Note 18. However, due to the uncertainty of the issue and risk of a binary decision should the matters be ultimately settled by litigation, there is a possibility that the Company may have a final liability that might exceed the amount provided. Accordingly, some of or all the payment made may not be recoverable. Where agreement is reached with the tax authorities and the liability is lower than that provided, the benefit will be recognized in the statement of comprehensive income in the year of settlement along with the refund of payment made in excess of agreed liability. It is anticipated that results of current proceedings will become available in the next financial year but a time period for final settlement cannot be estimated. Further disclosure to the ongoing proceedings is not made as in the Company's view, such disclosure could be prejudicial to the Company's case.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 3 Critical accounting estimates and judgements (continued) 3.2 Critical judgements in applying the entity's accounting policies (a)Carrying value of long lived assets The Company has made significant investments in its telecommunication network, UMTS and 4G licences. These assets are deemed to form a single cash generating unit ("CGU"), excluding the assets identified for impairment in Notes 13 and 14 as these assets no longer contribute to the CGU and their recoverable amounts are able to be determined at the individual asset level. Judgement is required in the area of asset impairment, particularly in assessing whether an event has occurred that may indicate that the related asset values may not be recoverable. (b)Depreciation and amortisation Telecommunications licences Telecommunications licences comprise the right to use spectrum and the right to provide a telecommunications service. Telecommunications licences that are considered to have an indefinite useful life to the Company are not amortised. Telecommunications licences with finite useful lives are amortised on a straight-line basis from the date of first commercial usage of the related spectrum over the remaining expected licence periods and are stated net of accumulated amortisation. Licences are reviewed for impairment annually. Judgement is required to decide if the life of the asset is indefinite or finite. (c)Taxation The recognition of deferred tax assets, particularly in respect of tax losses, is based upon whether it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. Judgement is required when determining probable future taxable profits. The Company assesses the availability of future taxable profits using the undiscounted five year forecasts for the Company's operations. Where tax losses are forecast to be recovered beyond a five year period, the availability of taxable profits is assessed using the cash flows and long-term growth rates used for the value in use calculations. The cash flows inherent in these forecasts include the unsystematic risks of operating in the telecommunications business including the potential impacts of changes in the market structure, trends in customer pricing, the costs associated with the acquisition and retention of customers, future technological evolutions and potential regulatory changes. Changes in the assumptions which underpin the Company's forecasts could have an impact on the amount of future taxable profits and could have a significant impact on the period over which the deferred tax asset would be recovered. (d)Provisions and contingent liabilities The Company exercises judgement in measuring and recognising provisions and exposures to contingent liabilities related to pending litigation, ongoing proceedings with tax authorities and other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 3 Critical accounting estimates and judgements (continued) 3.2 Critical judgements in applying the entity's accounting policies (continued) (d)Provisions and contingent liabilities (continued) Judgement is necessary to assess the likelihood that a pending claim will succeed or if a liability will arise, and to quantify the possible range of any financial settlement. Where in accordance with required practice such claims also require payments to be made to tax authorities on a without prejudice basis, judgement is also required to determine the recoverability of such assets due to the uncertainty of the outcome. The Company considers each case individually for the purposes of this assessment and if any provision, either for liability or over doubtful recovery of an asset, is required to be recorded at the balance sheet date. The inherent uncertainty of such matters means that actual results may materially differ from assessments made at the balance sheet date, whether recorded or otherwise. (e)Investment in joint operations The Company holds a 50% interest in Mobile Broadband Network Limited ("MBNL"), a joint operation, which is structured in a separate incorporated company. MBNL operates solely for the benefit of the parties to the joint operation and all of MBNL's output is to those parties. MBNL relies on the parties to the agreement on a continuous basis for the settlement of liabilities. Under the joint operations agreement, unanimous consent is required from all parties to the agreement for all significant activities. In determining whether the operation is a joint operation or a joint venture, we have considered whether the arrangement indicates that the Company and other parties to the agreement have a direct share in all of the assets employed by the arrangement, the Company is liable for its share of the liabilities incurred through the terms of the contractual arrangement and whether the arrangement establishes the allocation of revenues and expenses relative to its capacity used in the arrangement. On consideration of the facts and circumstances the Company has determined this arrangement to be classified as a joint operation. The Company's share of the results and assets and liabilities of MBNL are therefore reflected on a line by line basis in these financial statements. 4 Turnover The Company's activities consist solely of the provision of 3G and 4G communication services and devices in the United Kingdom, facilitating roaming arrangements for its customers when travelling overseas, and for overseas based customers of reciprocal networks when roaming in the UK. In the view of the directors these activities constitute one segment. 5 Other operating income Other operating income includes non-trading income of ?6.7 million (2016: ?6.4 million) consisting primarily of advertising income, disclosure services, site share rental income and in-store concession income.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 Sheet7 Sheet8 The above emoluments were paid to two directors (2016: two directors). The emoluments of other directors are not paid to them in their capacity as directors of the Company and are payable for services wholly attributable to other CKHH companies. 2017 2016 ?000 ?000 Highest paid director - aggregate emoluments and pension contributions 2,896 2,557 Page 28 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 8 Staff costs 2017 2016 ?000 ?000 Sheet9 A proportion of these costs relating to provision of fixed assets has been capitalised in accordance with the Company's accounting policies with costs charged to the Statement of Comprehensive income disclosed in note 6. The Company operates a defined contribution personal pension plan. The Company automatically enrols employees into a workplace pension scheme if they met certain criteria. The Company's employees have the option to leave the scheme after commencement date of employment. The amount recognised as an expense for the defined contribution scheme was ?6.1 million (2016: ?6 million).

9 Employee information The average monthly number of people (including Executive Directors) employed by the Company during the year was: Sheet10 Page 29 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 11 Interest payable and similar expenses 2017 2016 ?000 ?000 Sheet11 Sheet12 The tax assessed for the year is lower (2016: higher) than the standard rate of corporation tax in the UK of 19.25% (2016: 20.00%). The difference is explained below: Sheet13 Page 30 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 12 Tax on profit (continued) The current year adjustment in respect of prior years primarily relates to a settlement reached with the tax authorities. This relates to the timing of certain historic losses of the Company which were previously subject to group relief surrenders to other group companies. As a result of this settlement, the tax losses previously surrendered losses are no longer available for surrender. Instead those tax losses are now available for future use by the Company and are included in the Company's deferred tax assets. The liability for settlement is included in intercompany payables.

The Finance (No.2) Act 2015 provided that the main rate of corporation tax as of 1 April 2017 will be 19% and per the Finance Act 2016 as of 1 April 2020 will be 17%. These reductions were substantively enacted at the Statement of Financial Position date and have been used to calculate the deferred tax asset. 13 Intangible assets Sheet14 Included in the cost of UMTS and 4G licences is the acquisition cost of the licences, together with the associated bid costs. Other licences relate to the rights to distribute content and software licence costs.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 13 Intangible assets (continued) The UMTS licence acquired in 2000 to operate 3G video mobile services in the UK provides an allocation of frequency spectrum and the right to deliver voice, data and other services to mobile .users. Amortisation of the licence commenced in 2003 when the underlying network assets became available for use. The licence was being amortised over 18.5 years as it was due to expire in 2021. In December 2010, Parliament approved a Statutory Instrument giving directions to Ofcom to, inter alia, amend the licence terms such that it becomes indefinite lived with an annual fee to be charged from 2022 when the initial licence term expires. The Statutory Instrument was effective from 30 December 2010 and, as a result, amortisation of the licence ceased from 1 January 2011 and the licence became indefinite lived. Other spectrum licences also have indefinite lives and are also subject to annual fee. Sheet15 In 2007, the Company entered into a network sharing agreement with T-Mobile (UK) Limited ("TMUK"), which is now a part of Everything Everywhere Limited ("EE"). As part of this arrangement, the Company agreed to decommission a number of its network sites and related assets and acquired the right to use certain of TMUK's network assets. Shared network assets acquired after the initial agreement was signed are treated as jointly controlled assets. On purchase, the Company records 50% of the total cost within tangible fixed assets and accounts for these assets in line with the policies set out in Note 2. A review of assets in the course of construction has been performed in the year and transfers have been made to the appropriate asset categories in the table above.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017

15 Investments ? in subsidiaries Name of subsidiary 2017 2016

Advanced Telecoms Debt Collection Services Limited Registered Office: 100 New Bridge Street, London, EC4V 6JA, 100% 100% United Kingdom 3UK Retail Limited Registered Office: Hutchison House, 5 Hester Road, Battersea, 100% 100% London, SW11 4AN, United Kingdom ID Communications Limited Registered Office: Star House, 20 Grenfell Road, Maidenhead, 100% 100% Berkshire, SL6 1EH, United Kingdom Transvision Investments Limited 100% Nil Registered Office: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands UK Broadband Limited* 100% Nil Registered Office: Star House, 20 Grenfell Road, Maidenhead, Berkshire, SL6 1EH, United Kingdom *UK Broadband Limited is indirectly held through Transvision Investments Limited On 19 December 2006, the Company acquired '100% of the issued ordinary share capital of Advanced Telecoms Debt Collection Services Limited, a company incorporated in the United Kingdom, for ?1.00. The principal activity of this subsidiary is to collect overdue customer debt. On 26 December 2009, the Company acquired 100% of the issued ordinary share capital of 3UK Retail Limited, a company incorporated in the United Kingdom, for ?1,000. The principal activity of this subsidiary in 2009 was the sale of 3G mobile telecommunication products and services. The subsidiary has no current ongoing activity. It continues to hold store leases for the Company as the assets and liabilities were merged by the Company on 1 January 2010. On 11 September 2014, the Company acquired 100% of the issued ordinary share capital of ID Communications Limited, a company incorporated in the United Kingdom, for ?1. The principal activity of this subsidiary is to provide mobile services to end users in United Kingdom. On 1 June 2017, the Company acquired 100% of the issued ordinary share capital of Transvision Investments Limited ('TIL"), a company incorporated in the British Virgin Islands, for ?292.5 million. The principal activity of this subsidiary is to operate as an intermediary holding company. TIL operates in the UK through UK Broadband Limited ("UKB") under the "Relish" brand.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 15 Investments ? in subsidiaries (continued) Consideration of ?256.9 million was paid in cash with remaining ?35.6 million being deferred included in long term liabilities. Deferred consideration represents the fair value of two Mobile Virtual Network Operator ("MVNO") vouchers, having face value of ?25 million each, given as part of the consideration. The vouchers are redeemable over 5 years from the acquisition date extendible for a period of another 2 years. Subsequent to the year end on 25 January 2018, TIL transferred 100% of its investment in UKB to the Company through a distribution in specie. As a result, the Company gained direct ownership of 1,000 ordinary shares, having face value of ?1 each, of UKB representing 100% of UKB's share capital.

16 Investments ? participating interests In 2007, the Company and TMUK, now a part of EE Limited, entered into a network sharing arrangement. The two parties established a joint operation, Mobile Broadband Network Limited ("MBNL''), a company registered and domiciled in the United Kingdom having registered office at 6 Anglo Office Park, 67 White Lion Road, Amersham, Buckinghamshire, HP7 9FB, to manage the roll-out of the shared 3G network, which is expected to generate significant long term cost benefits for the Company. In 2008, the Company acquired 50% of the ordinary share capital of MBNL for cash consideration of ?1.7 million. In 2009, the Company invested an additional ?8.3 million in MBNL, increasing its investment to ?10 million, and maintaining its 50% interest in MBNL. The accounting policies, principles and judgments applied are described in note 2. In 2016, EE Limited was acquired by BT Group Plc. The principal place of business of the joint operation is in the UK and its ongoing purpose is the operation and maintenance of mobile networks through a sharing arrangement. This includes the efficient management of shared infrastructure and networks on behalf of the joint operators, acquiring certain network elements for shared use, and coordinating the deployment of new infrastructure and networks on either shared or unilateral basis (unilateral elements being specific to one operator only). The Company is committed to incurring 50% of costs in respect of restructuring the shared network, a similar proportion of the operating costs (which vary in line with usage), and 100% of any unilateral elements. The Company also owns 25% of the share capital of Digital Mobile Spectrum Limited ("DMSL") (2016: 25%), a company registered and domiciled in the United Kingdom having registered office at 83 Baker Street, London, W1U 6AG. DMSL was incorporated with a remit to mitigate anticipated interference to Digital Terrestrial Television (DTT) signals resulting from the reallocation of certain spectrum from DTT to 4G telephony as required by the terms of the 4G license issued by OfCom. The license holders comply with the requirements through DMSL where DMSL invoices as required to meet the license obligations.

17 Stock 2017 2016 ?000 ?000 Finished Goods 73,956 66,777 There is no significant difference between the replacement cost of finished goods and their carrying value. Stock is stated after provisions for impairment, which is immaterial to disclose separately.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 Sheet16 The Company enters into debtor purchase agreements which result in the sale of certain current debtors for which the Company is paid the total face value of the debtor less an allowance to cover the credit and late payment risk. During the year, the Company received ?451 million (2016: ?380 million) from the sale of trade debtors. Once the debtor is sold, the ongoing credit and late payment risk is borne by the counterparty. These debtors continue to be collected by the Company and then paid over to the counterparty. Trade debtors are stated after provisions for impairment of ?108 million (2016: ?94 million). Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand. For more information on prepayments and other debtors, refer to note 3.1(e). 19 Deferred tax assets The provision for deferred tax consists of the following deferred tax assets: Sheet17 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 Sheet18 Deferred tax assets and liabilities are offset where they relate to taxes levied by the same tax authority. Deferred tax liabilities totalling ?12 million (2016: ?9 million) have been offset against deferred tax assets. The net recognised deferred tax asset of ?884 million at 31 December 2017 (2016: ?807 million) relates to historical tax losses and temporary differences. The Company has an unrecognised deferred tax asset of ?1 million (2016: ?2 million) in respect of other losses and temporary differences. The deferred tax asset has been recognised to the extent that it is regarded as recoverable from future taxable profits. Adjustment in respect of prior years is primarily on account of settlement reached with tax authorities as explained in note 12. Deferred tax assets have been calculated at the corporation tax rates that will be in force at the time the assets are expected to unwind. The Finance (No.2) Act 2015 provided that the main rate of corporation tax as of 1 April 2017 will be 19% and per the Finance Bill 2016 as of 1 April 2020 will be 17%. These reductions were substantively enacted at the Statement of Financial Position date and have been used to calculate the deferred tax asset. 20 Creditors: amounts falling due within one year All amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand. Sheet19

Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 21 Creditors: amounts falling due after more than one year

2017 2016 ?000 ?000 Other payables 265,161 242,099 Other payables represent amounts due to third parties, after more than one year, in respect of capital expenditure.

22 Provisions for liabilities Sheet20 On 19 December 2007, the Company entered into an agreement with TMUK to share certain network assets. In connection with the network share arrangement, the Company committed to incurring network restructuring costs. In addition, the Company has obligations under operating leases for cell sites which are surplus to network share requirements. The provision for network restructuring represents the Company's best estimate of the present value of these costs. The majority of the cash flows relating to the provision are expected to be utilised in the period to 2018. Asset-retirement obligation The Company has an obligation under the terms of its cell site and building leases to restore the sites and buildings to their original state on the relocation of the cell site equipment and vacation of buildings. The provision for asset retirement obligation represents the present value of the estimated future cash flows required to settle these obligations. The expenditure relating to these asset retirement obligations will substantially be incurred over the next 5 to 10 years. Other provisions Included in other provisions are handset warranties and onerous building. The expenditure relating to other provisions is expected to be incurred over a period of 1 to 7 years.

On 30 March 2015, 100 ordinary shares with aggregate nominal value of ?100 were issued for cash at a with aggregate nominal value of ?100 were issued for cash at a value of ?53,570,495.14 each, giving a share premium of ?5.4 billion. The total share premium at 31 December 2017 was ?11.7 billion (2016: ?11.7 billion).

24 Operating lease commitments At 31 December 2017, the Company had lease agreements in respect of retail stores, other land and

Future minimum lease payments due under non-cancellable operating leases are as follows: Sheet21 Some lease agreements for retail stores are in the name of 3UK Retail Limited but are being held on trust Under a novation agreement, the Company pays all lease costs on behalf of 3UK Retail Limited. In substance the obligation for leases has been transferred to the Company and therefore future lease commitments are being disclosed in the Company's financial statements.

25 Capital and other commitments At 31 December 2017 the Company had commitments of ?938 million (2016: ?271 million) for the

At 31 December 2017, the Company had contracted capital commitments of ?310 million (2016: ?353 million) being due after more than one year. These capital commitments relate to the transformation of the Company's IT system and the development of the infrastructure and services to provide third and fourth generation video mobile multi-media and communication services by the Company. Page 38 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 26 Contingent liabilities The Company is in dispute with tax authorities in relation to a number of tax positions. It is not anticipated that the outcome of these proceedings, actions and claims, either individually or in aggregate, will have a material adverse effect upon the Company's financial position. On 6 March Ofcom launched an investigation into the Company's compliance with the EU Open Internet Access Regulation 2015. At this early stage the Company is working with Ofcom to understand their concerns and as such are unable to estimate any potential liability.

27 Related party transactions Although the Company has taken advantage of the exemption not to disclose details of transactions with key management personnel and CKHH Group companies there are some related parties that are not wholly owned by the CKHH Group, with which there were material transactions during the year as follows: During the year the Company made payments to DMSL of ?2 million (2016: ?1 million) for invoices raised for the arrangements explained in note 16.

28 Ultimate controlling party Hutchison 3G UK Holdings Limited, whose principal activity is to act as a holding company, is the immediate controlling party of the Company and owns 100% of the shares and voting rights. CKHH, a limited liability Cayman Islands company registered and listed in Hong Kong, is the largest and smallest group to consolidate the financial statements of the Company, and is the Company's ultimate controlling party and owns, through Hutchison 3G UK Holdings Limited, 100% of the share capital and voting rights of the Company. Copies of the group financial statements of CKHH may be obtained from the Company Secretary at 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong or www.ckh.com.hk.

29 Events occurring after the Statement of Financial Position date On 25 January 2018, TIL has transferred 100% of its investment in UKB to the Company through a distribution in specie. As a result, the Company has gained direct ownership of 1,000 ordinary shares, having face value of ?1 each, of UKB representing 100% of UKB's share capital. Subsequent to the year end Ofcom have announced a new spectrum auction and the Company are looking to participate in this process and as a result have placed a deposit with Ofcom as part of the requirements of the auction, which is a competitive process therefore an estimate of the final financial impact cannot currently be made.

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Termination of appointment of Robert Martin Finnegan

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Termination of appointment of Robert Martin Finnegan as a director on 30/12/2019

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Director's Reports

Director’s Report 1

The directors present their Strategic Report on Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2017. (a) Business review and future developments The Company is an indirect wholly owned subsidiary of CK Hutchison Holdings Limited ("CKHH''), a limited liability Cay

Directors Report 1

The directors present their Strategic Report on Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2017. (a) Business review and future developments The Company is an indirect wholly owned subsidiary of CK Hutchison Holdings Limited ("CKHH''), a limited liability Cayman Islands company registered and listed in Hong Kong. The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK. The net assets of the Company increased to ?6.6 billion (2016: ?6.2 billion), principally as a result of the Company's profit. A significant source of liquidity for the Company comes from cash generated from trading activities and inter-company funding. During the year, the Company continued to invest in the network to support its long term strategic aims, with total tangible fixed asset expenditure of ?352 million (2016: ?266 million). The Company delivered an EBITDA of ?691 million for the year ended 31 December 2017 which is marginally lower than prior year by ?42 million. This is principally the result of an increase in operating expenses as the Company began its transformation programme to ensure its technology and network infrastructure is enhanced to enable future business growth and greater efficiencies. Turnover continued to grow year on year (+7%) driven by both service revenue from the increase in customer base and an increase in handset revenue from new customer contracts. Margin per customer, however, declined as the Company continued to operate in an extremely competitive market landscape meaning price erosion in the key voice markets. The active customer base of the Company has grown during the year by 10% to 10 million at 31 December 2017 hitting a significant milestone. Since the European Commission blocked the acquisition of 02 UK by CKHH Group in 2016, 2017 was the first full year of executing the updated standalone strategy. This strategy looked at opportunities of organic growth, exploring new revenue streams and transforming into a more digital business. During the year, the Company acquired 100% of the share capital of Transvision Investments Limited ("TIL"), a company incorporated in the British Virgin Islands and operating in the UK through UK Broadband Limited ("UKB") under the "Relish" brand, for a price of ?292.5 million. Subsequent to the year end on 25 January 2018, TIL has transferred 100% of its investment in UKB to the Company through a distribution in specie. As a result, the Company has gained direct ownership of 1,000 ordinary shares, having face value of ?1 each, of UKB representing 100% of UKB's share capital. The acquisition has provided the Company with both a strong spectrum portfolio, that will support the Company's future 5G network rollout, and access to a fixed wireless access business via the Relish brand that will support diversified product and customer growth. During the year the Company also further diversified its brand portfolio by launching SMARTY, a new SIM-only mobile sub brand that is built to be simple and honest, and also launching a new customer loyalty app, Wuntu, which has focussed on providing offers and rewards to Three's customers. 2017 also saw the beginning of the Company's digital transformation programme, resulting in significant investment in technology platforms as well as organisational changes to allow the Company to operate and compete as a more digital led business. The transformation programme will ultimately lead to cost savings, improved customer experience and increased product flexibility and speed to market, which will support the Company's strategic objectives. This transformation programme will continue through 2018.

Page 3

Hutchison 3G UK Limited

Strategic Report for the year ended 31 December 2017 (continued) (a)Business review and future developments (continued) The Regulatory landscape is continuously impacting UK mobile networks. Roaming regulations in the European Union ("EU") have been introduced, allowing customers to roam freely in the EU using their bundled minutes, texts and data. Three was already at the forefront of this. customer centric view with its "Feel at Home" proposition launched in 2013 and enhanced significantly in subsequent years. Three continued to add new destinations to this proposition during the year taking the global footprint to 71 destinations, both in the EU and the rest of the world, these being the most visited destinations by our customers. In 2017, Three continued to disrupt the market and strengthen its brand. Innovative propositions continued with the launch of "Go Binge" allowing customers to stream certain music and video services without impacting their data bundles. This proposition was well received in the marketplace and enabled Three to maintain its share of a highly competitive market earning Three the 2017 Mobile Choice Award for best network. Three also increased its 4G footprint, growing both geographical and in-building coverage resulting in Three winning the 2017 Mobile Choice Awards for best network for data. Three's customer satisfaction remained industry leading with a Net Promoter Score (a proxy for positive word of mouth) of +19. In 2018, the Company will focus on embedding its digital transformation programme, the continued growth of its core Three brand offering and accelerating new business growth opportunities through Relish, SMARTY and Wuntu. The Company will also be preparing its network for 5G technology as well as continuing its investment in 4G capacity and coverage improvements. (b)Key performance indicators ("KPI") The key performance indicators used for internal performance, which are relevant to understanding of the Company's performance by a user of these financial statements, are set out below: Sheet2 For the year ended 31 December Turnover EBITDA(4) Registered customer base ('000) -of which prepaid -of which postpaid Active customer base ('000)(1) -of which prepaid of which postpaid Contract customers as a percentage of the total registered customer base Contract customers' contribution to the net customer service revenue base Active customers as a percentage of the total registered customer base Page 4 Hutchison 3G UK Limited

Strategic Report for the year ended 31 December 2017 (continued) Sheet3 Note 1: An active customer is one that has generated revenue from an outgoing call, incoming call or data service in the preceding three months. Note 2: ARPU equals total monthly revenue, including incoming mobile termination revenue and contributions for a handset/device in postpaid contract bundled plans, divided by the average number of active customers during the year. Note 3: Net AMPU equals total monthly revenue, including incoming mobile termination revenue but excluding contributions for a handset/device in postpaid contract bundled plans, less direct variable costs (including interconnection charges and roaming costs) (i.e. net service margin), divided by the average number of active customers during the year. Note 4: EBITDA represents Earnings before Interest, Tax, Depreciation and Amortisation and is computed as operating profit less depreciation and amortisation charges as disclosed in these financial statements. EBITDA is considered to be an appropriate indicator of the Company's performance considering the structure and operating model of the Company. (c)Principal risks and uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company. The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation. The Company's key risks and the activities in place to manage them are monitored on a regular basis. Following the referendum on Brexit and recent parliamentary discussions thereon, the UK is leaving the European Union. The Company does not anticipate that the decision will have significant implications for its immediate day to day operations or future plans but will continue to monitor the effects of the decision given the uncertainty around the likely terms of the post-Brexit arrangements between the UK and EU. The Company is currently engaged in legal proceedings with tax authorities in relation to uncertain tax matters. Relevant provisions have been recognised based on the Company's view of potential exposure whilst payments have been made to tax authorities for the full amounts in dispute to avoid interest and penalties being incurred. Further detai)s can be found in note 3. (d)Financial risk management The Company's major non-derivative financial instruments include cash, debtors/creditors and borrowings that arise directly from its operations. The Company uses derivatives, principally forward currency contracts, as appropriate for risk management purposes only, for managing the Company's assets and liabilities. It is the Company's policy not to enter into derivative transactions for speculative purposes. It is also the Company's policy not to invest in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure. The Company's treasury function sets financial risk management policies in accordance with the CKHH Group's policies and procedures as approved by its directors. The Company's treasury policies are designed to mitigate the impact of fluctuations in exchange rates and to minimise the Company's financial risk. Page 5 Hutchison 3G UK Limited

Strategic Report for the year ended 31 December 2017 (continued) (d) Financial risk management (continued) (a)Price risk and currency risk The Company is primarily exposed to price and currency risk on the purchase of handsets, network equipment and purchased spectrum which are US dollar and Euro denominated transactions. Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts. (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash. Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what management believe to be high quality financial institutions. The Company is exposed to its customers defaulting on the payment of their debts. The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance and the transfer of credit risk to counterparties through sale of certain current debtors. No credit is given to prepaid customers. Concentration of credit risk with respect to trade debtors is considered limited given that the Company's customer base is large and unrelated. (c)Liquidity risk The Company is generating sufficient cash flows to meet its debts as and when they become due. On behalf of the Board ? David Dyson Director IT HA R. 2.010

Page 6 Hutchison 3G UK Limited

Directors' Report for the year ended 31 December 2017 The directors present their report and the audited financial statements of Hutchison 3G UK Limited with registered number 03885486 for the year ended 31 December 2017. Directors The directors who held office during the year and up to the date of signing of the financial statements are as follows: Canning Fok Victor Li Frank Sixt Dominic Lai Edith Shih Jonathan Miller (Appointed 20 November 2017) Christian Salbaing David Dyson Robert Finnegan Richard Woodward Robert Eckert (Resigned 20 November 2017) Directors' indemnities The Company has granted third party indemnities to the above directors, capped at an individual limit of US$20 Million for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as- directors of the Company or of one or more of its subsidiaries. The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of directors and officers for as long as they remain in their positions. The third-party indemnity was in force during the financial year and also at the date of approval of the financial statements. Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole. Communication with all employees continues through the intranet, newsletters, workshops and briefing groups. The Company also encourages employee engagement in company performance through bonus schemes. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.

Page 7

Hutchison 3G UK Limited

Directors' Report for the year ended 31 December 2017 (continued)

Future developments Please refer to the Strategic Report for the Company's business review and future developments. Financial risk management Please refer to the Principal risks and uncertainties section of the Strategic Report for the Company's financial risk management policies.

Dividend The directors do not recommend the payment of a dividend for the year (2016: nil).

Events occurring after the Statement of Financial Position date On 25 January 2018, TIL has transferred 100% of its investment in UKB to the Company through a distribution in specie. As a result, the Company has gained direct ownership of 1,000 ordinary shares, having face value of ?1 each, of UKB representing 100% of UKB's share capital. Subsequent to the year end Ofcom have announced a new spectrum auction and the Company are looking to participate in this process and as a result have placed a deposit with Ofcom as part of the requirements of the auction, which is a competitive process therefore an estimate of the final financial impact cannot currently be made. Statement of directors' responsibilities The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; ?make judgements and accounting estimates that are reasonable and prudent; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 8 Hutchison 3G UK Limited

Directors' Report for the year ended 31 December 2017 (continued) Disclosure of information to auditors So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware. The directors have taken all the steps that ought to be taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Independent auditors The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to be reappointed and are deemed to be reappointed as auditors unless otherwise resolved by the directors or shareholders. On behalf of the Board

David Dyson Director i '5"- 111.519_ 201G

Page 9 Hutchison 3G UK Limited

Independent Auditors' Report to the Member of Hutchison 3G UK Limited Report on the financial statements Opinion In our opinion, Hutchison 3G UK Limited's financial statements: ?give a true and fair view of the state of the company's affairs as at 31 December 2017 and of its profit for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law); and ?have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Report and Financial Statements (the "Annual Report"), which comprise: the Statement of Financial Position as at 31 December 2017; the Statement of Comprehensive Income, the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when: ?the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or ?the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern. Reporting on other information The other information comprises all the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

Page 10 Hutchison 3G UK Limited

Independent Auditors' Report to the Member of Hutchison 3G UK Limited (Continued) Report on the financial statements (Continued) Reporting on other information (Continued) In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also to report certain opinions and matters as described below. Strategic Report and Directors' Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and the Directors' Report for the year ended 31 December 2017 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors' Responsibilities set out on page 8, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditors' responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Page 11 Hutchison 3G UK Limited

Independent Auditors' Report to the Member of Hutchison 3G UK Limited (Continued) Responsibilities for the financial statements and the audit (Continued) Auditors' responsibilities for the audit of the financial statements (Continued) A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report. Use of this report This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or ?. certain disclosures of directors' remuneration specified by law are not made; or ?the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility.

Statement of Comprehensive Income for the Year Ended 31 December 2017 Sheet4 The results relate to activities which are continuing. The notes on pages 16 to 39 form an integral part of the financial statements.

Page 13 Hutchison 3G UK Limited

Registered number 03885486 Statement of Financial Position as at 31 December 2017 Sheet5 The notes on pages 16 to 39 form an integral part of the financial statements. The financial statements on pages 13 to 39 were approved by the Board of Directors on It March 2018 and were signed on its behalf by:

--), David Dyson Director

Page 14 Hutchison 3G UK Limited

Statement of Changes in Equity for the Year Ended 31 December 2017 Sheet6 Page 15 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 1 General information Hutchison 3G UK Limited (the "Company") is a private limited company incorporated and domiciled in the United Kingdom having its registered office at Star House, 20 Grenfell Road, Maidenhead, Berkshire SL6 1EH. The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK. The Company's financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (?000) except when otherwise indicated. The principal accounting policies applied in the preparation of these financial statements are set out in Note 2. These policies have been consistently applied to all the years presented, unless otherwise stated. 2 Accounting policies (a) Basis of preparation The Company has taken advantage of the exemption under s401 of the Companies Act 2006 not to prepare consolidated financial statements as it is an indirect wholly- owned subsidiary of CK Hutchison Holdings Limited ("CKHH"), a company listed on The Stock Exchange of Hong Kong Limited, which prepares consolidated financial statements. The Company is included in the consolidation of CKHH and the consolidated financial statements of CKHH are publicly available. These financial statements have been prepared in accordance with United Kingdom Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006 under the historical cost convention. FRS 101 sets out a reduced disclosure framework for a 'qualifying entity' as defined in the standard which addresses the financial reporting requirements and disclosure exemptions in the individual financial statements of qualifying entities that otherwise apply the recognition, measurement and disclosure requirements of EU-adopted IFRS. The Company is a qualifying entity for the purpose of FRS 101 and Note 28 gives details of the Company's ultimate parent company and where its consolidated financial statements may be obtained from. The disclosure exemptions adopted by the Company in accordance with FRS 101 are the requirements of: ?IFRS 7, 'Financial Instruments: Disclosures'; ?Paragraphs 91 to 99 of IFRS 13, 'Fair value measurement' (disclosure of valuation techniques ?Paragraph 38 of IAS 1, 'Presentation of financial statements' comparative information (i)paragraph 79(a)(iv) of IAS 1; (ii)paragraph 73(e) of IAS 16 Property, plant and equipment; (iii)paragraph 118(e) of IAS 38 Intangible assets (reconciliations between the carrying amount at ?The following paragraphs of IAS 1, 'Presentation of financial statements': ?10(d), (statement of cash flows); ?16 (statement of compliance with all IFRS); ?38A (requirement for minimum of two primary statements, including cash flow statements); ?38B-D (additional comparative information); ?40A-D (comparative information on prior year restatements); ?111 (cash flow statement information) ?134-136 (capital management disclosures); ?IAS 7, 'Statement of cash flows', Page 16 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (a) Basis of preparation (continued) ?Paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' been issued but is not yet effective); ?Paragraph 17 of IAS 24, 'Related party disclosures' (key management compensation); ?The requirements in IAS 24, 'Related party disclosures' to disclose related party transactions ?The requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS

The directors are required to prepare financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business. The directors believe that the adoption of the going concern basis in the preparation of the financial statements is appropriate as the Company is forecasted to be profitable and cash generative for the foreseeable future. The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. (b) Turnover Turnover represents amounts earned for services rendered and for the sale of mobile and related devices, net of value-added tax assessed as payable on taxable supplies and discounts. Turnover from mobile communication services comprises amounts charged to customers in respect of monthly access charges, airtime usage, messaging and the provision of other mobile telecommunications services, including data services and information provision. Monthly recurring charges and additional airtime used by contract customers are invoiced and recorded as part of a periodic billing cycle and recognised as turnover over the related access period. Unbilled turnover resulting from services already provided from the billing cycle date to the end of each period is accrued, and unearned monthly access charges relating to periods after each accounting period are deferred. Turnover from the sale of prepaid credit is deferred until such time as the customer uses the airtime, or the credit expires. Turnover for device sales is recognised when the device is delivered to the end customer and the connection is activated, which is when the sale of this device is considered to be complete. For bundled transactions under contracts comprising the provision of mobile telecommunications services and sale of a device, the amount of turnover recognised upon the sale of the device is determined by considering the estimated fair values of each of the services element and device element of the contract. The Company generally determines the fair value of individual elements on the basis of cost plus a reasonable margin. Revenue from interconnection fees is recognised at the time the services are performed.

Page 17

Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (c)Operating costs Operating costs include customer acquisition and retention costs and other costs of sales. The customer acquisition and retention costs include net equipment cost, net commissions, direct marketing costs and own retail store costs. Other costs of sales include network, interconnect and roaming costs. Costs that can be directly assigned to revenue generated by the Company are recognised in the period to which the revenue relates to. Costs that can only be indirectly assigned to revenue or other economic benefits obtained are recognised in the portion pertaining to the period over which the revenue is generated or other economic benefits obtained by the Company. (d)Pension costs The Company contributes to a defined, contribution personal pension plan in respect of its employees. Pension costs are charged to the Statement of Comprehensive Income in the year to which the contributions relate. The Company has no further payment obligations once the contributions have been paid. (e)Interest payable and similar charges Costs incurred in raising debt finance are deducted from the amount raised and amortised over the period of the debt facility to produce a constant rate of financing charge. Interest payable and similar charges that are directly attributable to the construction of a tangible fixed asset are capitalised as part of the cost of the relevant asset and depreciated over the asset's life. The capitalisation rate in any given period is based on the weighted average of the rates incurred on the Company's borrowings outstanding during the period. Capitalisation of interest ceases when substantially all the activities necessary to get the tangible fixed asset ready for use are complete. Other finance costs are charged to the Statement of Comprehensive Income on an accruals basis. (f)Dividend income Dividend income is recognised when the right to receive payment is established. (9) Intangible assets and amortisation Licences are stated at cost less accumulated amortisation and impairment charge. The cost of Universal Mobile Telecommunication System ('UMTS?), 4G and other licences comprises upfront payments made for acquiring the licences and acquisition costs capitalised. All licences, except UMTS and 4G licences, are being amortised from the later of the start of the licence or the date when the licence is first available for use, to the end of the licence period on a straight-line basis. The licence amortisation is included within operating costs.

Page 18 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (g)Intangible assets and amortisation (continued) The UMTS and 4G licences are considered to have indefinite lives, however they are subject to an annual fee (see Note 13). The initial cost of the license is capitalised and is reviewed annually for impairment (see Note 3). The annual fee is recognised as an expense as incurred. Software licences and other similar licences are stated at cost and amortised on a straight-line basis over the respective licence terms. These licences range in useful economic life from 3 years to 10 years. Where the Company obtains the right to use, at no cost, 3G or 4G capabilities across cell sites in the UK, which had not been previously accessible to the Company, this right is considered to be an intangible asset and is valued using a replacement cost model. Amortisation commences when the access rights are available for use over the life of the right of access based on the expected usage of the asset. These right to use assets range in useful economic life of up to 10 years. Where impairment is judged to have occurred, a provision is made for diminution in value and charged to the Statement of Comprehensive Income in that period. (h)Tangible assets and depreciation Tangible fixed assets are stated at cost of acquisition or at construction cost, less accumulated depreciation and impairment charges. The cost of fixed assets includes only those costs directly attributable to bringing the asset into working condition for its intended use, including direct staff costs and any associated finance costs. Assets held under leases or other arrangements, which confer rights and obligations similar to those attaching to owned assets, are capitalised as tangible fixed assets. Tangible fixed assets are depreciated to their expected recoverable amounts on a straight-line basis over their estimated useful lives from the time they are brought into use at the following rates: Leasehold improvements over the lease term or the useful life if shorter Plant, equipment and other assets 10% - 33.3% per annum Network infrastructure 2.5% - 33.3% per annum Included in network infrastructure are estimated costs, measured at present value, to restore the cell sites to their original state on the relocation of the cell site equipment in accordance with the lease agreement. Payments on account and assets in the course of construction are not depreciated. The useful economic lives of tangible fixed assets are reviewed at the end of each reporting period and the lives are revised if expectations are significantly different from previous estimates. In determining the useful economic lives, the expected use of the assets by the Company is taken into consideration, including the upgrade, replacement and repair and maintenance programmes of the Company and the expected economic or technological obsolescence of the assets including the Company's ability to extend and/or renew related operating agreements. If the useful economic lives of any tangible fixed assets are revised, the carrying amounts of the tangible fixed assets at the date of revision are then depreciated over the revised remaining useful economic lives. Compensation from third parties for fixed assets that have been impaired, lost or exchanged is included in the Statement of Comprehensive Income when the compensation becomes receivable. Where the compensation is in the form of non-monetary assets, it is measured at the fair value of the asset given up, unless the fair value of the asset received is more clearly evident, in which case it is measured at the fair value of the asset received. Page 19 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (I) Impairment of non-financial assets Non-financial assets not ready to use are not subject to amortisation or depreciation. Such assets and intangibles with indefinite useful economic life are tested annually for impairment and when there are indicators of impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. (j)Investments Investments in subsidiaries and associates are recorded at cost, less provision for any impairment. Investments in joint arrangements are classified either as joint operations or joint ventures, depending on the contractual rights and obligations each investor has. Joint operations arise where the investors have rights to the assets and obligations for the liabilities of an arrangement. A joint operator accounts for its share of the assets, liabilities, revenue and expenses. Joint ventures arise where the investors have rights to the net assets of the arrangement. Joint ventures are accounted at cost less provision for any impairment. (k)Stock Stock comprises mobile telecommunications equipment and related goods for resale and is 'valued at the lower of cost and net realisable value. Cost of stock is calculated based on weighted average cost updated as required to reflect changing manufacturer costs. Net realisable value is the estimated selling price in the ordinary course of business less applicable variable selling costs. A provision is made, where required, for slow moving, obsolete and defective stock. (I) Debtors Debtors are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method less any provision for impairment. Provisions are maintained in respect of bad and doubtful debts for estimated losses resulting from customers not making the required payments. Estimates are based on the aging of the debt balances and historical experience. Where the Company transfers substantially all of the credit and late payment risk to the counterparty in a debt sale, the net carrying amount of the underlying debt is derecognised from the Company's Statement of Financial Position. Differences between proceeds received and carrying amount are taken to operating cost. (m)Prepayments Prepayments are recognised as an asset only when payment for the goods or services is made in advance of the Company obtaining access to the goods or receiving the services. The prepayment is then proportionately charged to the Statement of Comprehensive Income over the period in which economic benefit from the goods or services is utilised. (n)Cash at bank and in hand Cash and cash equivalents includes cash in hand, deposits at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (o) Provisions Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as interest expense. The Company recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract. (P) Loans Obligations for loans are recognised when the Company becomes party to the contract. They are measured initially at the fair value and subsequently at amortised cost using the Effective Interest Rate method ("EIR"). Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as an interest charge in the Statement of Comprehensive Income. (c1) Leased assets Where the Company has substantially all the risks and rewards of ownership of an asset subject to a lease, that lease is treated as a finance lease with the equivalent cost recorded as both a fixed asset and a liability. Depreciation is provided in line with the Company's accounting policy for the underlying assets. Finance charges, included in interest, are allocated over each lease to produce a constant rate of charge on the outstanding balance. All other leases for the use of assets are accounted for as operating leases and the rental costs are charged to the Statement of Comprehensive Income on a straight-line basis over the term of the lease. (r) Taxation The tax expense for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholders' funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholders' funds, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the Statement of Financial Position date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the Statement of Financial Position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Page 21 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (r) Taxation (continued) Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset relate to income taxes levied by the same taxation authority on either the same taxable entity or different ?taxable entities where there is an intention to settle the balances on a net basis. Tax liabilities are recognised when it is considered probable that there will be a future outflow of funds to

Tax provisions are based on management's best estimate of the likelihood of settlement. Management

(s)Merger reserve Transfer of assets and liabilities between the Company and its subsidiaries are accounted for as mergers. from consideration paid is recorded as a merger reserve. (t)Foreign currency transactions Transactions denominated in foreign currencies are translated into sterling at the rate prevailing at the the end of the year, are translated into sterling at the year-end rate of exchange. All exchange differences on monetary items are taken to the Statement of Comprehensive Income. (u)Financial assets The Company classifies its financial assets in the following categories: at fair value through profit or loss, acquired. Management determines the classification of its financial assets at initial recognition. All financial assets are recognised initially at fair value. The subsequent measurement of financial assets depends on their classification as follows: Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable receipts that are not receivables are carried at amortised cost using the effective interest method less impairment. Interest calculated using the effective interest method is recognised in the Statement of Comprehensive Income. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets where changes in fair value are the reporting period subsequent to initial recognition, these financial assets are carried at fair value. In addition, any dividends or interest earned on these financial assets are recognised in the Statement of Comprehensive Income.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 2 Accounting policies (continued) (v) Derivative financial instruments Derivative financial instruments are utilised by the Company in the management of its foreign currency exposures. The Company's policy is not to utilise derivative financial instruments for trading or speculative purposes. Derivative financial instruments are accounted for as hedges when they meet the criteria for hedge accounting. All derivative financial instruments held for hedging purposes are identified as hedges of the underlying asset or liability from inception. The effective portion of changes in the fair value of derivatives that qualify as cash flow hedges is recognised in other comprehensive income and is reclassified to Statement of Comprehensive Income in the periods when the hedged item affects the Statement of Comprehensive Income. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised in the Statement of Comprehensive Income as they arise. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gains or losses relating to cash flow hedges recognised in equity are initially retained in equity and subsequently recognised in the Statement of Comprehensive Income in the same periods in which the previously hedged item affects net profit or loss. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the Statement of Comprehensive Income immediately. 3 Critical accounting estimates and judgements The preparation of financial statements often requires the use of judgements to select specific accounting methods and policies from several acceptable alternatives. Furthermore, significant estimates and assumptions concerning the future may be required in selecting and applying those methods and policies in the financial statements. The Company bases its estimates and judgements on historical experience and various other assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates and judgements under different assumptions or conditions. The following is a review of the more significant assumptions, estimates and judgments as well as the accounting policies and methods used in the preparation of the financial statements. 3.1 Critical accounting estimates and assumptions (a) Carrying value of long lived assets Assets that have an indefinite useful life are tested for impairment annually and when there is indication that they may be impaired. Assets that are subject to depreciation and amortisation are reviewed for impairment to determine whether there is any indication that the carrying value of these assets may not be recoverable and have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 3 Critical accounting estimates and judgements (continued) 3.1 Critical accounting estimates and assumptions (continued) (a) Carrying value of long lived assets (continued) Estimation is required in assessing assets for impairment, particularly in determining: ?whether the carrying value of an asset can be supported by the recoverable amount, being the higher upon the continued use of the asset in the business; ?the appropriate key assumptions to be applied in preparing cash flow projections including whether ?the appropriate values or ranges for the key assumptions to be applied in preparing cash flow management could significantly impact the Company's impairment evaluation and hence reported assets and profits or losses. Further details are included in Notes 13 and 14. Any impairment loss is recognised in the Statement of Comprehensive Income. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). Prior impairments of non-financial assets are reviewed for possible reversal at each reporting date. (b) Depreciation and amortisation Tangible and intangible assets (excluding Telecommunication licenses) Depreciation and amortisation of operating assets constitutes a substantial operating cost for the Company. The cost of tangible and intangible assets (excluding Telecommunication licenses) is charged as depreciation or amortisation expense over the estimated useful lives of the respective assets using the straight-line method. The Company periodically reviews changes in technology and industry conditions, asset retirement activity and residual values to determine adjustments to estimated remaining useful lives and depreciation rates. Actual economic lives may differ from estimated useful lives. Periodic reviews could result in a change in depreciable lives and therefore depreciation expense in future periods. The annual depreciation and amortisation charge is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re- assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. Telecommunications licences Estimation is required to determine the useful lives of the Company's telecommunications licences. The actual economic lives of the Company's telecommunications spectrum licences may differ from the current contracted or expected licence periods, which could impact the amount of amortisation expense charged to the Statement of Comprehensive Income. In addition, the government has the ability to revise the terms of licences, amongst other terms, the contracted or expected licence period, which could also impact the amount of amortisation expense charged to the Statement of Comprehensive Income.

Page 24 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 3 Critical accounting estimates and judgements (continued) 3.1 Critical accounting estimates and assumptions (continued) (c)Allocation of revenue for bundled telecommunications transactions with customers The Company has bundled transactions under contract with customers including sales of both services and hardware (for example handsets). The amount of revenue recognised upon the sale of hardware is determined by considering the estimated fair values of each of the service element and hardware element of the contract. Significant estimation is required in assessing fair values of both of these elements. The Company generally determines the fair value of individual elements on the basis of cost plus a reasonable margin. Changes in the estimated fair values may cause the revenue recognised for sales of services and hardware to change individually but not the total bundled revenue from a specific customer throughout its contract term. The Company periodically re-assesses the fair value of the elements due to changes in market conditions to ensure margin on each element are still considered reasonable. (d)Taxation The Company's tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Company's total tax charge involves estimation and judgement in respect of certain matters where the tax impact is uncertain until a conclusion is reached with the relevant tax authority or through a legal process. The final resolution of some of these items may give rise to material profits, losses and/or cash flows. Resolving tax issues can take many years as it is not always within the control of the Company and often depends on the efficiency of legal process. (e)Provisions and contingent liabilities In relation to all ongoing proceedings', including those with relevant tax authorities regarding uncertain tax positions, estimation is required to assess the level of provisioning required to reflect the Company's best estimate of financial exposure. The Company is in dispute with tax authorities in relation to a number of tax positions. For a more progressed indirect tax dispute, a provision has been recorded to reflect the Company's current best estimate of the potential exposure whilst a payment for the full amount in dispute has been made to tax authorities, on a without prejudice basis for this dispute. Such payment mitigates the risk of interest and penalties in the event the matter is settled counter to the Company's expectations. The net debtor arising out of the payment made and provision recognized is substantial and included within prepayments and other debtors in Note 18. However, due to the uncertainty of the issue and risk of a binary decision should the matters be ultimately settled by litigation, there is a possibility that the Company may have a final liability that might exceed the amount provided. Accordingly, some of or all the payment made may not be recoverable. Where agreement is reached with the tax authorities and the liability is lower than that provided, the benefit will be recognized in the statement of comprehensive income in the year of settlement along with the refund of payment made in excess of agreed liability. It is anticipated that results of current proceedings will become available in the next financial year but a time period for final settlement cannot be estimated. Further disclosure to the ongoing proceedings is not made as in the Company's view, such disclosure could be prejudicial to the Company's case.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 3 Critical accounting estimates and judgements (continued) 3.2 Critical judgements in applying the entity's accounting policies (a)Carrying value of long lived assets The Company has made significant investments in its telecommunication network, UMTS and 4G licences. These assets are deemed to form a single cash generating unit ("CGU"), excluding the assets identified for impairment in Notes 13 and 14 as these assets no longer contribute to the CGU and their recoverable amounts are able to be determined at the individual asset level. Judgement is required in the area of asset impairment, particularly in assessing whether an event has occurred that may indicate that the related asset values may not be recoverable. (b)Depreciation and amortisation Telecommunications licences Telecommunications licences comprise the right to use spectrum and the right to provide a telecommunications service. Telecommunications licences that are considered to have an indefinite useful life to the Company are not amortised. Telecommunications licences with finite useful lives are amortised on a straight-line basis from the date of first commercial usage of the related spectrum over the remaining expected licence periods and are stated net of accumulated amortisation. Licences are reviewed for impairment annually. Judgement is required to decide if the life of the asset is indefinite or finite. (c)Taxation The recognition of deferred tax assets, particularly in respect of tax losses, is based upon whether it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. Judgement is required when determining probable future taxable profits. The Company assesses the availability of future taxable profits using the undiscounted five year forecasts for the Company's operations. Where tax losses are forecast to be recovered beyond a five year period, the availability of taxable profits is assessed using the cash flows and long-term growth rates used for the value in use calculations. The cash flows inherent in these forecasts include the unsystematic risks of operating in the telecommunications business including the potential impacts of changes in the market structure, trends in customer pricing, the costs associated with the acquisition and retention of customers, future technological evolutions and potential regulatory changes. Changes in the assumptions which underpin the Company's forecasts could have an impact on the amount of future taxable profits and could have a significant impact on the period over which the deferred tax asset would be recovered. (d)Provisions and contingent liabilities The Company exercises judgement in measuring and recognising provisions and exposures to contingent liabilities related to pending litigation, ongoing proceedings with tax authorities and other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 3 Critical accounting estimates and judgements (continued) 3.2 Critical judgements in applying the entity's accounting policies (continued) (d)Provisions and contingent liabilities (continued) Judgement is necessary to assess the likelihood that a pending claim will succeed or if a liability will arise, and to quantify the possible range of any financial settlement. Where in accordance with required practice such claims also require payments to be made to tax authorities on a without prejudice basis, judgement is also required to determine the recoverability of such assets due to the uncertainty of the outcome. The Company considers each case individually for the purposes of this assessment and if any provision, either for liability or over doubtful recovery of an asset, is required to be recorded at the balance sheet date. The inherent uncertainty of such matters means that actual results may materially differ from assessments made at the balance sheet date, whether recorded or otherwise. (e)Investment in joint operations The Company holds a 50% interest in Mobile Broadband Network Limited ("MBNL"), a joint operation, which is structured in a separate incorporated company. MBNL operates solely for the benefit of the parties to the joint operation and all of MBNL's output is to those parties. MBNL relies on the parties to the agreement on a continuous basis for the settlement of liabilities. Under the joint operations agreement, unanimous consent is required from all parties to the agreement for all significant activities. In determining whether the operation is a joint operation or a joint venture, we have considered whether the arrangement indicates that the Company and other parties to the agreement have a direct share in all of the assets employed by the arrangement, the Company is liable for its share of the liabilities incurred through the terms of the contractual arrangement and whether the arrangement establishes the allocation of revenues and expenses relative to its capacity used in the arrangement. On consideration of the facts and circumstances the Company has determined this arrangement to be classified as a joint operation. The Company's share of the results and assets and liabilities of MBNL are therefore reflected on a line by line basis in these financial statements. 4 Turnover The Company's activities consist solely of the provision of 3G and 4G communication services and devices in the United Kingdom, facilitating roaming arrangements for its customers when travelling overseas, and for overseas based customers of reciprocal networks when roaming in the UK. In the view of the directors these activities constitute one segment. 5 Other operating income Other operating income includes non-trading income of ?6.7 million (2016: ?6.4 million) consisting primarily of advertising income, disclosure services, site share rental income and in-store concession income.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 Sheet7 Sheet8 The above emoluments were paid to two directors (2016: two directors). The emoluments of other directors are not paid to them in their capacity as directors of the Company and are payable for services wholly attributable to other CKHH companies. 2017 2016 ?000 ?000 Highest paid director - aggregate emoluments and pension contributions 2,896 2,557 Page 28 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 8 Staff costs 2017 2016 ?000 ?000 Sheet9 A proportion of these costs relating to provision of fixed assets has been capitalised in accordance with the Company's accounting policies with costs charged to the Statement of Comprehensive income disclosed in note 6. The Company operates a defined contribution personal pension plan. The Company automatically enrols employees into a workplace pension scheme if they met certain criteria. The Company's employees have the option to leave the scheme after commencement date of employment. The amount recognised as an expense for the defined contribution scheme was ?6.1 million (2016: ?6 million).

9 Employee information The average monthly number of people (including Executive Directors) employed by the Company during the year was: Sheet10 Page 29 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 11 Interest payable and similar expenses 2017 2016 ?000 ?000 Sheet11 Sheet12 The tax assessed for the year is lower (2016: higher) than the standard rate of corporation tax in the UK of 19.25% (2016: 20.00%). The difference is explained below: Sheet13 Page 30 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 12 Tax on profit (continued) The current year adjustment in respect of prior years primarily relates to a settlement reached with the tax authorities. This relates to the timing of certain historic losses of the Company which were previously subject to group relief surrenders to other group companies. As a result of this settlement, the tax losses previously surrendered losses are no longer available for surrender. Instead those tax losses are now available for future use by the Company and are included in the Company's deferred tax assets. The liability for settlement is included in intercompany payables.

The Finance (No.2) Act 2015 provided that the main rate of corporation tax as of 1 April 2017 will be 19% and per the Finance Act 2016 as of 1 April 2020 will be 17%. These reductions were substantively enacted at the Statement of Financial Position date and have been used to calculate the deferred tax asset. 13 Intangible assets Sheet14 Included in the cost of UMTS and 4G licences is the acquisition cost of the licences, together with the associated bid costs. Other licences relate to the rights to distribute content and software licence costs.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 13 Intangible assets (continued) The UMTS licence acquired in 2000 to operate 3G video mobile services in the UK provides an allocation of frequency spectrum and the right to deliver voice, data and other services to mobile .users. Amortisation of the licence commenced in 2003 when the underlying network assets became available for use. The licence was being amortised over 18.5 years as it was due to expire in 2021. In December 2010, Parliament approved a Statutory Instrument giving directions to Ofcom to, inter alia, amend the licence terms such that it becomes indefinite lived with an annual fee to be charged from 2022 when the initial licence term expires. The Statutory Instrument was effective from 30 December 2010 and, as a result, amortisation of the licence ceased from 1 January 2011 and the licence became indefinite lived. Other spectrum licences also have indefinite lives and are also subject to annual fee. Sheet15 In 2007, the Company entered into a network sharing agreement with T-Mobile (UK) Limited ("TMUK"), which is now a part of Everything Everywhere Limited ("EE"). As part of this arrangement, the Company agreed to decommission a number of its network sites and related assets and acquired the right to use certain of TMUK's network assets. Shared network assets acquired after the initial agreement was signed are treated as jointly controlled assets. On purchase, the Company records 50% of the total cost within tangible fixed assets and accounts for these assets in line with the policies set out in Note 2. A review of assets in the course of construction has been performed in the year and transfers have been made to the appropriate asset categories in the table above.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017

15 Investments ? in subsidiaries Name of subsidiary 2017 2016

Advanced Telecoms Debt Collection Services Limited Registered Office: 100 New Bridge Street, London, EC4V 6JA, 100% 100% United Kingdom 3UK Retail Limited Registered Office: Hutchison House, 5 Hester Road, Battersea, 100% 100% London, SW11 4AN, United Kingdom ID Communications Limited Registered Office: Star House, 20 Grenfell Road, Maidenhead, 100% 100% Berkshire, SL6 1EH, United Kingdom Transvision Investments Limited 100% Nil Registered Office: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands UK Broadband Limited* 100% Nil Registered Office: Star House, 20 Grenfell Road, Maidenhead, Berkshire, SL6 1EH, United Kingdom *UK Broadband Limited is indirectly held through Transvision Investments Limited On 19 December 2006, the Company acquired '100% of the issued ordinary share capital of Advanced Telecoms Debt Collection Services Limited, a company incorporated in the United Kingdom, for ?1.00. The principal activity of this subsidiary is to collect overdue customer debt. On 26 December 2009, the Company acquired 100% of the issued ordinary share capital of 3UK Retail Limited, a company incorporated in the United Kingdom, for ?1,000. The principal activity of this subsidiary in 2009 was the sale of 3G mobile telecommunication products and services. The subsidiary has no current ongoing activity. It continues to hold store leases for the Company as the assets and liabilities were merged by the Company on 1 January 2010. On 11 September 2014, the Company acquired 100% of the issued ordinary share capital of ID Communications Limited, a company incorporated in the United Kingdom, for ?1. The principal activity of this subsidiary is to provide mobile services to end users in United Kingdom. On 1 June 2017, the Company acquired 100% of the issued ordinary share capital of Transvision Investments Limited ('TIL"), a company incorporated in the British Virgin Islands, for ?292.5 million. The principal activity of this subsidiary is to operate as an intermediary holding company. TIL operates in the UK through UK Broadband Limited ("UKB") under the "Relish" brand.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 15 Investments ? in subsidiaries (continued) Consideration of ?256.9 million was paid in cash with remaining ?35.6 million being deferred included in long term liabilities. Deferred consideration represents the fair value of two Mobile Virtual Network Operator ("MVNO") vouchers, having face value of ?25 million each, given as part of the consideration. The vouchers are redeemable over 5 years from the acquisition date extendible for a period of another 2 years. Subsequent to the year end on 25 January 2018, TIL transferred 100% of its investment in UKB to the Company through a distribution in specie. As a result, the Company gained direct ownership of 1,000 ordinary shares, having face value of ?1 each, of UKB representing 100% of UKB's share capital.

16 Investments ? participating interests In 2007, the Company and TMUK, now a part of EE Limited, entered into a network sharing arrangement. The two parties established a joint operation, Mobile Broadband Network Limited ("MBNL''), a company registered and domiciled in the United Kingdom having registered office at 6 Anglo Office Park, 67 White Lion Road, Amersham, Buckinghamshire, HP7 9FB, to manage the roll-out of the shared 3G network, which is expected to generate significant long term cost benefits for the Company. In 2008, the Company acquired 50% of the ordinary share capital of MBNL for cash consideration of ?1.7 million. In 2009, the Company invested an additional ?8.3 million in MBNL, increasing its investment to ?10 million, and maintaining its 50% interest in MBNL. The accounting policies, principles and judgments applied are described in note 2. In 2016, EE Limited was acquired by BT Group Plc. The principal place of business of the joint operation is in the UK and its ongoing purpose is the operation and maintenance of mobile networks through a sharing arrangement. This includes the efficient management of shared infrastructure and networks on behalf of the joint operators, acquiring certain network elements for shared use, and coordinating the deployment of new infrastructure and networks on either shared or unilateral basis (unilateral elements being specific to one operator only). The Company is committed to incurring 50% of costs in respect of restructuring the shared network, a similar proportion of the operating costs (which vary in line with usage), and 100% of any unilateral elements. The Company also owns 25% of the share capital of Digital Mobile Spectrum Limited ("DMSL") (2016: 25%), a company registered and domiciled in the United Kingdom having registered office at 83 Baker Street, London, W1U 6AG. DMSL was incorporated with a remit to mitigate anticipated interference to Digital Terrestrial Television (DTT) signals resulting from the reallocation of certain spectrum from DTT to 4G telephony as required by the terms of the 4G license issued by OfCom. The license holders comply with the requirements through DMSL where DMSL invoices as required to meet the license obligations.

17 Stock 2017 2016 ?000 ?000 Finished Goods 73,956 66,777 There is no significant difference between the replacement cost of finished goods and their carrying value. Stock is stated after provisions for impairment, which is immaterial to disclose separately.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 Sheet16 The Company enters into debtor purchase agreements which result in the sale of certain current debtors for which the Company is paid the total face value of the debtor less an allowance to cover the credit and late payment risk. During the year, the Company received ?451 million (2016: ?380 million) from the sale of trade debtors. Once the debtor is sold, the ongoing credit and late payment risk is borne by the counterparty. These debtors continue to be collected by the Company and then paid over to the counterparty. Trade debtors are stated after provisions for impairment of ?108 million (2016: ?94 million). Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand. For more information on prepayments and other debtors, refer to note 3.1(e). 19 Deferred tax assets The provision for deferred tax consists of the following deferred tax assets: Sheet17 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 Sheet18 Deferred tax assets and liabilities are offset where they relate to taxes levied by the same tax authority. Deferred tax liabilities totalling ?12 million (2016: ?9 million) have been offset against deferred tax assets. The net recognised deferred tax asset of ?884 million at 31 December 2017 (2016: ?807 million) relates to historical tax losses and temporary differences. The Company has an unrecognised deferred tax asset of ?1 million (2016: ?2 million) in respect of other losses and temporary differences. The deferred tax asset has been recognised to the extent that it is regarded as recoverable from future taxable profits. Adjustment in respect of prior years is primarily on account of settlement reached with tax authorities as explained in note 12. Deferred tax assets have been calculated at the corporation tax rates that will be in force at the time the assets are expected to unwind. The Finance (No.2) Act 2015 provided that the main rate of corporation tax as of 1 April 2017 will be 19% and per the Finance Bill 2016 as of 1 April 2020 will be 17%. These reductions were substantively enacted at the Statement of Financial Position date and have been used to calculate the deferred tax asset. 20 Creditors: amounts falling due within one year All amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand. Sheet19

Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 21 Creditors: amounts falling due after more than one year

2017 2016 ?000 ?000 Other payables 265,161 242,099 Other payables represent amounts due to third parties, after more than one year, in respect of capital expenditure.

22 Provisions for liabilities Sheet20 On 19 December 2007, the Company entered into an agreement with TMUK to share certain network assets. In connection with the network share arrangement, the Company committed to incurring network restructuring costs. In addition, the Company has obligations under operating leases for cell sites which are surplus to network share requirements. The provision for network restructuring represents the Company's best estimate of the present value of these costs. The majority of the cash flows relating to the provision are expected to be utilised in the period to 2018. Asset-retirement obligation The Company has an obligation under the terms of its cell site and building leases to restore the sites and buildings to their original state on the relocation of the cell site equipment and vacation of buildings. The provision for asset retirement obligation represents the present value of the estimated future cash flows required to settle these obligations. The expenditure relating to these asset retirement obligations will substantially be incurred over the next 5 to 10 years. Other provisions Included in other provisions are handset warranties and onerous building. The expenditure relating to other provisions is expected to be incurred over a period of 1 to 7 years.

On 30 March 2015, 100 ordinary shares with aggregate nominal value of ?100 were issued for cash at a with aggregate nominal value of ?100 were issued for cash at a value of ?53,570,495.14 each, giving a share premium of ?5.4 billion. The total share premium at 31 December 2017 was ?11.7 billion (2016: ?11.7 billion).

24 Operating lease commitments At 31 December 2017, the Company had lease agreements in respect of retail stores, other land and

Future minimum lease payments due under non-cancellable operating leases are as follows: Sheet21 Some lease agreements for retail stores are in the name of 3UK Retail Limited but are being held on trust Under a novation agreement, the Company pays all lease costs on behalf of 3UK Retail Limited. In substance the obligation for leases has been transferred to the Company and therefore future lease commitments are being disclosed in the Company's financial statements.

25 Capital and other commitments At 31 December 2017 the Company had commitments of ?938 million (2016: ?271 million) for the

At 31 December 2017, the Company had contracted capital commitments of ?310 million (2016: ?353 million) being due after more than one year. These capital commitments relate to the transformation of the Company's IT system and the development of the infrastructure and services to provide third and fourth generation video mobile multi-media and communication services by the Company. Page 38 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2017 26 Contingent liabilities The Company is in dispute with tax authorities in relation to a number of tax positions. It is not anticipated that the outcome of these proceedings, actions and claims, either individually or in aggregate, will have a material adverse effect upon the Company's financial position. On 6 March Ofcom launched an investigation into the Company's compliance with the EU Open Internet Access Regulation 2015. At this early stage the Company is working with Ofcom to understand their concerns and as such are unable to estimate any potential liability.

27 Related party transactions Although the Company has taken advantage of the exemption not to disclose details of transactions with key management personnel and CKHH Group companies there are some related parties that are not wholly owned by the CKHH Group, with which there were material transactions during the year as follows: During the year the Company made payments to DMSL of ?2 million (2016: ?1 million) for invoices raised for the arrangements explained in note 16.

28 Ultimate controlling party Hutchison 3G UK Holdings Limited, whose principal activity is to act as a holding company, is the immediate controlling party of the Company and owns 100% of the shares and voting rights. CKHH, a limited liability Cayman Islands company registered and listed in Hong Kong, is the largest and smallest group to consolidate the financial statements of the Company, and is the Company's ultimate controlling party and owns, through Hutchison 3G UK Holdings Limited, 100% of the share capital and voting rights of the Company. Copies of the group financial statements of CKHH may be obtained from the Company Secretary at 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong or www.ckh.com.hk.

29 Events occurring after the Statement of Financial Position date On 25 January 2018, TIL has transferred 100% of its investment in UKB to the Company through a distribution in specie. As a result, the Company has gained direct ownership of 1,000 ordinary shares, having face value of ?1 each, of UKB representing 100% of UKB's share capital. Subsequent to the year end Ofcom have announced a new spectrum auction and the Company are looking to participate in this process and as a result have placed a deposit with Ofcom as part of the requirements of the auction, which is a competitive process therefore an estimate of the final financial impact cannot currently be made.

Director’s Report 2

The directors present their Strategic Report on Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2016. (a) Business review and future developments The Company is an indirect wholly owned subsidiary of CK Hutchison Holdings Limited ("CKHH"), a limited liability Caym

Directors Report 2

The directors present their Strategic Report on Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2016. (a) Business review and future developments The Company is an indirect wholly owned subsidiary of CK Hutchison Holdings Limited ("CKHH"), a limited liability Cayman Islands company registered and listed in Hong Kong. The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK. The active customer base of the Company has grown during the year by 2% to 9.2 million at 31 December 2016. The growth was mainly due to the success of the post pay propositions, driven by a combination of offers providing better value and greater flexibility to the customers, a growing reputation for great customer experience and fair and innovative propositions. The Company delivered an underlying EBITDA of ?733m for the year ended 31 December 2016, a growth of ?45m (7%) compared to the year 2015, mainly the result of improved customer service margins arising from an enlarged customer base driven through pricing and propositions. The overall operating profit in the current year was ?308m compared to a loss of ?790m in last year, primarily resulting from impairment charges in the previous year (see Note 7 to the financial statements for a reconciliation of operating profit to underlying EBITDA). Results also assume reaching a satisfactory outcome in respect of current uncertain indirect tax positions in dispute. During 2016 the Company has continued to roll out 4G Super-Voice spectrum. 4G Super-Voice provides customers enhanced indoor coverage, enabling them to access internet, make calls and send texts in areas and buildings where they would have previously struggled to receive signal. The Company continued to provide customers with great value offerings through competitive and simplified packages including six-month half price plans and the 'Essential' plans. This coupled with 'Feel At Home' (a popular roaming offering launched in late 2013) which has gained greater market exposure has contributed to the increase in customers in 2016. The Company is the most recommended network according to a survey of mobile phone users conducted by YouGov in December 2016. Customers also rated Three as the best network for mobile internet in the same survey. Customer satisfaction with Three's products and service continued to increase in 2016 with Net Promoter Score (a proxy for positive word of mouth) increasing to an. industry leading +20. In 2015, the CK Hutchison Holdings Limited Group (the "CKHH Group") agreed definitive terms with TelefOnica, S.A. for the potential acquisition by the CKHH Group of Telefonica, S.A.'s UK subsidiary, 02 UK. The transaction was blocked by European Commission (EC) in 2016. Subsequent to the EC decision, the Company has continued to perform well as a business and has continued to focus on growth, technology enhancements and improved ways of working. The net assets of the Company increased from ?6.1billion to ?6.2bi11ion, principally as a result of the Company's profit. A significant source of liquidity for the Company comes from cash generated from trading activities and inter-company funding. During the year the Company continues to invest in the network to support the strategy and supporting the existing network, with total tangible fixed asset expenditure of ?266m (2015: ?308m).

Page 3 Hutchison 3G UK Limited

Strategic Report for the year ended 31 December 2016 (continued) (a)Business review and future developments (continued) The Company continues to challenge the UK mobile industry through its "#makeitright" campaign in order to tackle the frustrations of mobile consumers in the UK. In advance of further spectrum being auctioned in 2017 the Company through the "Make the air fair" campaign has called on OfCom to place a 30% spectrum cap on total spectrum holding of any individual network operator. In 2017, the Company intends to build on the success achieved during 2016 by continuing to offer clear and transparent value propositions and focusing on customer experience. Subsequent to the year end, the Company has signed an agreement with PCCW Limited and Seamless Industries Limited for the potential acquisition by the Company of Transvision Investments Limited, a company incorporated in the British Virgin Islands and operating in the UK through UK Broadband Limited under the "Relish" brand, for an indicative price of ?300 million. The transaction remains subject to regulatory approvals and final completion. (b)Key performance indicators The key performance indicators used for internal performance are set out below. Sheet2 Note 1: An active customer is one that has generated revenue from an outgoing call, incoming call or data service in the preceding three months. Note 2: ARPU equals total monthly revenue, including incoming mobile termination revenue and contributions for a handset/device in postpaid contract bundled plans, divided by the average number of active customers during the year. Note 3: Net AMPU equals total monthly revenue, including incoming mobile termination revenue but excluding contributions for a handset/device in postpaid contract bundled plans, less direct variable costs (including interconnection charges and roaming costs) (i.e. net service margin), divided by the average number of active customers during the year. Page 4 Hutchison 3G UK Limited

Strategic Report for the year ended 31 December 2016 (continued) (c)Principal risks and uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company. The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation. The Company's key risks and the activities in place to manage them are monitored on a regular basis. Following the referendum on Brexit and recent parliamentary discussions thereon, the UK may be leaving the European Union. The Company will continue to monitor the effects of the decision but does not consider the decision to have significant implications for its immediate day to day operations or future plans other than those detailed below. (d)Financial risk management The Company's major non-derivative financial instruments include cash, debtors/creditors and borrowings that arise directly from its operations. The Company uses derivatives, principally forward currency contracts, as appropriate for risk management purposes only, for managing the Company's assets and liabilities. It is the Company's policy not to enter into derivative transactions for speculative purposes. It is also the Company's policy not to invest in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure. The Company's treasury function sets financial risk management policies in accordance with the CKHH Group's policies and procedures as approved by its directors. The Company's treasury policies are designed to mitigate the impact of fluctuations in exchange rates and to minimise the Company's financial risk. (a)Price risk and currency risk The Company is primarily exposed to price and currency risk on the purchase of handsets, network equipment and purchased spectrum which are US dollar and Euro denominated transactions. Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts. (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash. Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what management believe to be high quality financial institutions. The Company is exposed to its customers defaulting on the payment of their debts. The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance and the transfer of credit risk to counterparties through sale of certain current debtors. No credit is given to prepaid customers. Concentration of credit risk with respect to trade debtors is considered limited given that the Company's customer base is large and unrelated. (c)Liquidity risk The Company is generating sufficient cash flows to meet its debts as and when they become due. On behalf of the Board

David Dyson Director 2017-03-15 00:00:00

Page 5 Hutchison 3G UK Limited

Directors' Report for the year ended 31 December 2016 The directors present their report and the audited financial statements of Hutchison 3G UK Limited with registered number 03885486 for the year ended 31 December 2016. Directors The directors who held office during the year and up to the date of signing of the financial statements are as follows: Canning Fok Victor Li Susan Chow (Resigned 1 August 2016) Frank Sixt Dominic Lai Edith Shih Directors' indemnities Christian Salbaing David Dyson Robert Finnegan Richard Woodward Robert Eckert

The Company has granted third party indemnities to the above directors, capped at an individual limit of US$20 million for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as directors of the Company or of one or more of its subsidiaries. The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of directors and officers for as long as they remain in their positions. The third-party indemnity was in force during the financial year and also at the date of approval of the financial statements. Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole. Communication with all employees continues through the intranet, newsletters, workshops and briefing groups. The Company also encourages employee engagement in company performance through bonus schemes. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. Future developments Please refer to the Strategic Report for the Company's business review and future developments. Financial risk management Please refer to the Principal risks and uncertainties section of the Strategic Report for the Company's financial risk management policies.

Page 6

Hutchison 3G UK Limited

Directors' Report for the year ended 31 December 2016 (continued) Dividend The directors do not recommend the payment of a dividend for the year (2015: nil). Statement of directors' responsibilities The directors are responsible for preparing the Report and Financial Statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; ?make judgements and accounting estimates that are reasonable and prudent; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors believe that the adoption of the going concern basis in the preparation of the financial statements is appropriate as the Company is generating sufficient cash flow and operating profit to enable it to continue as a going concern. Disclosure of information to auditors So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware. The directors have taken all the steps that ought to be taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Independent auditors The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to be reappointed and are deemed to be reappointed as auditors unless otherwise resolved by the directors or shareholders. On behalf of the Board

David Dyson Director 2017-03-15 00:00:00 Page 7 Hutchison 3G UK Limited Independent Auditors' Report to the Members of Hutchison 3G UK Limited Report on the financial statements Our opinion In our opinion, Hutchison 3G UK Limited's financial statements (the "financial statements"): ?give a true and fair view of the state of the Company's affairs as at 31 December 2016 and of its profit for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited The financial statements, included within the Report and Financial Statements (the "Annual Report"), comprise: ?the Balance Sheet as at 31 December 2016; ?the Income Statement for the year then ended; ?the Statement of Changes in Equity for the year then ended; and ?the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law (United Kingdom Generally Accepted Accounting Practice). In applying the financial reporting framework, the directors have made* a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made'assumptions and considered future events. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ?the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ?the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. In addition, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we are required to report if we have identified any material misstatements in the ,Strategic Report and the Directors' Report. We have nothing to report in this respect. Other matters .on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?V adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ?the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from' this responsibility.

Page 8 Hutchison 3G UK Limited

Independent Auditors' Report to the Members of Hutchison 3G UK Limited (Continued) Directors' remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility. ? Responsibilities for the financial statements and the audit Our responsibilities and those of the directors .As explained more fully in the Statement of directors' responsibilities set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the Company's members as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ?whether the accounting policies are appropriate to the Company's circumstances and have been ?the reasonableness of significant accounting estimates made by the directors; and ?the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we.. consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the- Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. With respect to the Strategic Report and Directors' Report, we consider whether those reports include the disclosures required by applicable legal requirements. Page

Income Statement for the Year Ended 31 December 2016 Sheet3 *Particulars of the restatement are included in note 2(a) of these financial statements. The results relate to activities which are continuing. The notes on pages 13 to 38 form an integral part of the financial statements.

Page 10 Hutchison 3G UK Limited

Registered number 03885486

Director’s Report 3

The directors present their Strategic Report on Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2015. (a) Business review and future developments The Company is an indirect wholly owned subsidiary of CK Hutchison Holdings Limited ("CKHH"), a limited liability Caym

Directors Report 3

The directors present their Strategic Report on Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2015. (a) Business review and future developments The Company is an indirect wholly owned subsidiary of CK Hutchison Holdings Limited ("CKHH"), a limited liability Cayman Islands company registered and listed in Hong Kong. The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK. The active customer base of the Company has grown during the year by 7% to 8,966 thousand at 31 December 2015. The growth was mainly due to the success of the prepaid voice propositions, driven by a combination of offers providing better value and greater flexibility to the customers, a growing reputation for great customer experience and fair and innovative propositions. The Company delivered an underlying EBITDA of ?656m for the year ended 31 December 2015, a growth of ?139m (27%) compared to the same period in 2014, mainly the result of improved customer service margins arising from an enlarged customer base and improving Average Margins Per Active User (AMPUs) driven through pricing and propositions. Lower customer acquisition costs primarily driven through product sales mix also contributed to the higher underlying EBITDA in 2015. These improvements in underlying EBITDA were partly offset by higher depreciation and amortisation due to an increased number of sites, continued roll out of 4G technology (increasing 4G population coverage above 60%) and a larger asset base but still resulted in an underlying operating profit (before exceptional costs) of ?412m, an increase of 37% over last year (see Note 6b to the accounts for a reconciliation of operating profit to underlying EBITDA). Results also assume reaching a satisfactory outcome in respect of current uncertain indirect tax positions in dispute. During 2015 the Company introduced Voice over LTE (VoLTE) technology to its network. VoLTE will give customers enhanced indoor coverage, enabling them to make calls in areas and buildings where they would have previously struggled to receive signal. Following the evolution in technology and the roll out and uptake of 4G, the contribution from some of the 3G assets is now envisaged to be significantly less. An impairment charge of ?1,140m has been recorded in the accounts to reflect this. A further write off of ?79m was recorded for assets that were identified as no longer in use (see Notes 15 & 16 for further details). The Company continued to provide customers with a simple and high value pay as you go service offering through its pay as you go proposition ('321'). The proposition has gained more and more popularity with customers during 2015. This coupled with 'Feel At Home' (a popular roaming offering launched in late 2013 and included in the proposition) which has gained greater market exposure has contributed to the increase in pre-pay customers in 2015. The Company has retained its position as the UK's most reliable network as rated by customers surveyed by YouGov. Customers also rated Three as the best network for mobile internet on Smartphone and iPhones in the same survey. The Company also won various customer experience awards during the year including Best In-store Customer Experience at the Mobile Choice Consumer Awards, Best High Street Retailer Award at the Mobile Industry Awards and Amazing Customer Experience Award at the UK Customer Experience Awards 2015. Customer satisfaction with Three's products and service continued to increase in 2015 with Net Promoter Score (a proxy for positive word of mouth) increasing to an industry leading +18. The Company embarked on a large-scale advertising campaign "#makeitright" designed to demonstrate how Three UK is tackling the frustrations of mobile customers in the UK. This has been received with significant positivity in press and social media. Page 3 Hutchison 3G UK Limited Strategic Report for the year ended 31 December 2015 (continued) (a)Business review and future developments (continued) During the year the Company repaid the financing obtained from the other group undertakings of its ultimate parent company, CKHH. The repayment of loans was funded through the issuing of 200 additional shares at a premium, raising ?11,657 million. Net assets of the Company were ?6,004 million at 31 December 2015 (2014: Net liabilities of ?4,961 million). In 2016, the Company intends to build on the success achieved during 2015 by continuing to offer clear and transparent value propositions and focusing on customer experience. In 2015, the CK Hutchison Holdings Limited Group (the "CKHH Group") has agreed definitive terms with Telefonica, S.A. for the potential acquisition by the Group of Telefonica, S.A.'s UK subsidiary, 02 UK, for an indicative price of ?9.25 billion which would be paid at closing and deferred upside interest sharing payments of up to a further ?1 billion in the aggregate payable if the cumulative cashflow of the combined business of Hutchison 3G UK Limited and 02 UK achieves agreed financial targets. The timing and amounts of these payments will depend on the actual cash flows of the combined business. The transaction remains subject to regulatory approvals. (b)Analysis of development and performance of the business The key performance indicators used for internal performance are set out below. Sheet2 Note 1: An active customer is one that has generated revenue from an outgoing call, incoming call or data service in the preceding three months. Note 2: ARPU equals total monthly revenue, including incoming mobile termination revenue and contributions for a handset/device in postpaid contract bundled plans, divided by the average number of active customers during the year. Note 3: Net AMPU equals total monthly revenue, including incoming mobile termination revenue but excluding contributions for a handset/device in postpaid contract bundled plans, less direct variable costs (including interconnection charges and roaming costs) (i.e. net service margin), divided by the average number of active customers during the year. Page 4 Hutchison 3G UK Limited Strategic Report for the year ended 31 December 2015 (continued) (c)Principal risks and uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company. The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation. The Company's key risks and the activities in place to manage them are monitored on a regular basis. (d)Financial risk management The Company's major non-derivative financial instruments include borrowings and cash that arise directly from its operations. The Company's borrowings are raised centrally by the CKHH Group finance companies and are on-lent to operating subsidiaries. The Company's financing has been provided by its immediate parent, Hutchison 3G UK Holdings Limited. The Company uses derivatives, principally forward currency contracts, as appropriate for risk management purposes only, for managing the Company's assets and liabilities. It is the Company's policy not to enter into derivative transactions for speculative purposes. It is also the Company's policy not to invest in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure. The Company's treasury function sets financial risk management policies in accordance with the CKHH Group's policies and procedures as approved by its directors. The Company's treasury policies are designed to mitigate the impact of fluctuations in exchange rates and to minimise the Company's financial risk. (a)Price risk and currency risk The Company is primarily exposed to price and currency risk on the purchase of handsets and network equipment which are in US dollars and Euros. Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts. (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash. Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what management believe to be high quality financial institutions. The Company is exposed to its customers defaulting on the payment of their debts. The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance and the transfer of credit risk to a counterparty via the sale of certain current debtors. No credit is given to prepaid customers. Concentration of credit risk with respect to trade debtors is considered limited given that the Company's customer base is large and unrelated. (c)Liquidity risk The Company is generating sufficient cash flows to meet its debts as and when they become due. During the year the Company repaid the financing obtained from the other group undertakings of its ultimate parent company, CKHH. The repayment of loans was funded through the issuing of 200 additional shares at a premium, raising ?11,657 million. On behalf of the Board

David Dyson Director Date: 2 March 2016

Page 5 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2015 The directors present their report and the audited financial statements of Hutchison 3G UK Limited with registered number 3885486 for the year ended 31 December 2015. Directors The directors who held office during the year and up to the date of signing of the financial statements are as follows: Canning Fok Victor Li Susan Chow Frank Sixt Dominic Lai Edith Shih Directors' indemnities Christian Salbaing Robert Finnegan Richard Woodward Robert Eckert

The Company has granted third party indemnities to the above directors, capped at an individual limit of US$20 million for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as directors of the Company or of one or more of its subsidiaries. The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of directors and officers for as long as they remain in their positions. The third-party indemnity was in force during the financial year and also at the date of approval of the financial statements. Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole. Communication with all employees continues through the intranet, newsletters, workshops and briefing groups. The Company also encourages employee engagement in company performance through bonus schemes. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. During the year the Company was voted as one of the top 10 best places to work in the UK based on a survey carried out by Glassdoor. Future developments Please refer to the Strategic Report for Company's business review and future developments. Financial risk management Please refer to the Principal risks and uncertainties section of the Strategic Report for the Company's financial risk management policies. Adoption of Financial Reporting Standard 101 During the year the Company adopted Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101) for the preparation of its annual financial statements. The shareholders have been notified in writing and have not objected to this adoption. Page 6 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2015 (continued) Dividend The directors do not recommend the payment of a dividend for the year (2014: nil). Statement of directors' responsibilities The directors are responsible for preparing the Strategic Report and the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and accounting estimates that are reasonable and prudent; ?state whether applicable United Kingdom Accounting Standards, including FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; ?notify the Company's shareholders in writing about the use of disclosure exemptions, if any, of FRS 101 used in the preparation of financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The directors believe that the adoption of the going concern basis in the preparation of the financial statements is appropriate as the Company is generating sufficient cash flow and operating profit to enable it to continue as a going concern. Disclosure of information to auditors So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware. The directors have taken all the steps that ought to be taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Independent auditors The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to be reappointed and are deemed to be reappointed as auditors unless otherwise resolved by the directors or shareholders. On behalf of the Board ? ? David Dyson Director Date: 2 March 2016 Page 7 Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED Report on the financial statements Our opinion In our opinion, Hutchison 3G UK Limited's financial statements (the "financial statements"): ?give a true and fair view of the state of the company's affairs as at 31 December 2015 and of its loss for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited The financial statements, included within the Annual Report, comprise: ?the Balance Sheet as at 31 December 2015; ?the Income Statement for the year then ended; ?the Statement of Changes in Equity for the year then ended; and ?the notes to the financial statements, which include a summary of significant accounting policies and other explanatory inforination. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 "Reduced Disclosure Framework". In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events. Opinion on other matter prescribed by the Companies Act 2006 In our opinion, the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ?the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this. responsibility. Directors' remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of dkectors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

r

Page 8 Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED (continued) Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Statement of directors responsibilities set out on page 7, the directors are responsible for the preparation of the financial statements and.for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ?whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; ?the reasonableness of significant accounting estimates made by the directors; and ?the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencie e co ider the implications for our report.

Income Statement for the Year Ended 31 December 2015 Sheet3 The notes on pages 13 to 41 form an integral part of the financial statements.

Page 10 Hutchison 3G UK Limited Registered number 3885486

Director’s Report 4

Directors' Report for the year ended 31 December 2014 The directors present their report and the audited financial statements of Hutchison 3G UK Limited with registered number 3885486 for the year ended 31 December 2014. Directors The directors who held office during the year and up

Directors Report 4

Directors' Report for the year ended 31 December 2014 The directors present their report and the audited financial statements of Hutchison 3G UK Limited with registered number 3885486 for the year ended 31 December 2014. Directors The directors who held office during the year and up to the date of signing of the financial statements are as follows: Canning Fok Victor Li Susan Chow Frank Sixt Dominic Lai Edith Shih Christian Salbaing David Dyson Robert Finnegan Richard Woodward Robert Eckert Directors' indemnities The Company has granted third party indemnities to the above directors, capped at an individual limit of US$20 million for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as directors of the Company or of one or more of its subsidiaries. The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of directors and officers for as long as they remain in their positions. Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole. Communication with all employees continues through the intranet, newsletters, workshops and briefing groups. The Company also encourages employee engagement in company performance through bonus schemes. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. During the year the Company was voted as one of the top 10 best places to work in the UK based on a survey carried out by Glassdoor. Dividend The directors do not recommend the payment of a dividend for the year (2013: Eni1). Page 5 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2014 (continued) Future developments Please refer to the Strategic report for Company's business review and future developments. Statement of directors' responsibilities The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and accounting estimates that are reasonable and prudent; ?state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The directors believe that the adoption of the going concern basis in the preparation of the financial statements is appropriate as sufficient funding is available and in place through the HWL Group finance companies. Disclosure of information to auditors So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware. The directors have taken all the steps that ought to be taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Independent auditors The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to be reappointed and are deemed to be reappointed as auditors unless otherwise resolved by the directors or shareholders. On behalf of the Board

David Dyson Director Date: 25 March 2015 Page 6 Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED Report on the financial statements Our opinion In our opinion, Hutchison 3G UK Limited's financial statements (the "financial statements"): ?give a true and fair view of the state of the Company's affairs as at 31 December 2014 and of its profit for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited Hutchison 3G UK Limited's financial statements comprise: ?the Balance Sheet as at 31 December 2014; ?the Profit and Loss Account for the year then ended; and ?the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events. Opinion on other matter prescribed by the Companies Act 2006 In our opinion, the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ?the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Directors' remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

Page 7 Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED (continued) Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Statement of directors' responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ?whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; ? ?the reasonableness of significant accounting estimates made by the directors; and ?the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We optain audit evidence through testing the effectiveness of Controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If e become aware of any apparent material misstatements or inconsistencies we consider the implicatio for our report.

Page 8 Hutchison 3G UK Limited Profit and Loss Account for the Year Ended 31 December 2014 Sheet2 There is no difference between the profit on ordinary activities after taxation and the profit for the financial year stated above and their historical cost equivalents. There are no recognised gains or losses in either year other than the profit for the financial year, and therefore no separate statement of total recognised gains and losses has been presented.

The notes on pages 11 to 31 form an integral part of the financial statements.

Page 9 Hutchison 3G UK Limited Registered number 3885486

Director’s Report 5

Directors' Report for the year ended 31 December 2013 The Directors present their report and the audited financial statements of Hutchison 3G UK Limited with registered number 3885486 for the year ended 31 December 2013 Directors The Directors who held office during the year and up t

Directors Report 5

Directors' Report for the year ended 31 December 2013 The Directors present their report and the audited financial statements of Hutchison 3G UK Limited with registered number 3885486 for the year ended 31 December 2013 Directors The Directors who held office during the year and up to the date of signing of the financial statements are as follows Canning Fok Victor Li Susan Chow Frank Sixt Dominic Lai Edith Shih Christian Salbaing David Dyson Robert Finnegan Richard Woodward Robert Eckert Directors' indemnities The Company has granted third party indemnities to the above Directors, capped at an individual limit of US$20 million for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as Directors of the Company or of one or more of its subsidiaries The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of Directors and officers for as long as they remain in their positions Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole Communication with all employees continues through the Intranet, newsletters, workshops and briefing groups The company also encourages employee engagement in company performance through bonus schemes Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability Dividend The Directors do not recommend the payment of a dividend for the year (2012 End)

Page 5

Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2013 (continued) Future Developments Please refer to the Strategic report for Company's business review and future developments Statement of Directors' Responsibilities The Directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations Company law requires directors to prepare financial statements for each financial year Under that law, the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the Directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business The Directors believe that the adoption of the going concern basis in the preparation of the financial statements is appropriate as sufficient funding is available and in place through the HWL Group finance companies Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities Directors are responsible for the maintenance and integrity of the company's website Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware The Directors have taken all the steps that ought to be taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information Independent Auditors The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to be reappointed and are deemed to be reappointed as auditors unless otherwise resolved by the directors or shareholders

On behalf of the Board

David Dyson Director Date 17 March 2014 Page 6 Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED We have audited the financial statements of Hutchison 3G UK Limited (the "Company') for the year ended 31 December 2013 which comprise the Profit and Loss Account, the Balance Sheet and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) Respective responsibilities of directors and auditors As explained more fully in the Directors' Responsibilities Statement set out on page 6 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the Company's affairs as at 31 December 2013 and of its profit for the year then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements

Page 7

Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 30 UK LIMITED (continued) Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we h v not r wed all the information and explanations we require for our audit

Page 8 Hutchison 3G UK Limited Profit and Loss Account for the Year Ended 31 December 2013 Sheet2 There is no difference between the profit on ordinary activities before taxation and the profit for the year stated above and their historical cost equivalents There are no recognised gains or losses in either year other than a profit on ordinary activities after taxation, and therefore no separate statement of total recognised gains and losses has been presented

The notes on pages 11 to 31 form an integral part of the financial statements

Page 9 Hutchison 3G UK Limited Registered number 3885486

Director’s Report 6

Directors' Report for the year ended 31 December 2012 The Directors present their report and the audited financial statements of Hutchison 3G UK Limited (the "Company") with registered number 3885486 for the year ended 31 December 2012 Business Review The Company is an indirect wholl

Directors Report 6

Directors' Report for the year ended 31 December 2012 The Directors present their report and the audited financial statements of Hutchison 3G UK Limited (the "Company") with registered number 3885486 for the year ended 31 December 2012 Business Review The Company is an indirect wholly owned subsidiary of Hutchison Whampoa Limited ("HWL"), a company listed on The Stock Exchange of Hong Kong Limited and incorporated in Hong Kong The Company is required to set out in this report a fair review of its business during the financial year ended 31 December 2012 and of the position of the Company at the end of that financial year and a description of the principal risks and uncertainties facing the Company (known as a 'Business Review') The information that fulfils the requirements of the Business Review is set out below (a) Principal activity and review of operations The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK The registered customer base of the Company has grown by 11% from 8,152 thousand at 31 December 2011 to 9,052 thousand at 31 December 2012 This was mainly due to the continued success of the contract handset business, driven by a combination of competitive data-focused offers and a full range of high-end smartphones, as the cost of data became increasingly important to mainstream consumers In 2007, the Company and T-Mobile (UK) Limited ("TMUK") entered into a network sharing arrangement The two parties established a joint venture, Mobile Broadband Network Limited ("MBNL") to manage the accelerated roll-out of a more expansive shared 3G network for both parties In 2012, the sites in the network exceeded 13,000 and the Company has continued to see the benefits in terms of cost efficiencies and increased capacity of the 3G network The roll-out of an additional 3,000 sites acquired as part of the negotiations of the Orange UK and TMUK merger commenced during 2012 During 2012, the Company launched its Ultrafast network capability using DC-HSDPA technology delivering significantly higher speeds to consumers and establishing a high-speed expenence that will cover approximately 80% of the population by the end of March 2013 During 2012, the Company began work with Samsung to develop its LTE network and this technology will be incorporated into the Ultrafast network during 2013 This will further increase capacity and support the Company's medium to long term growth Dunng 2012, the Company acquired from Everything Everywhere Limited (a Company arising from the merger of Orange UK and TMUK) the rights to 2x15M Hz of 1800MHz spectrum The transfer of spectrum will begin in September 2013 On 20 February 2013, Ofcom announced the results of the 4G mobile spectrum auction and the Company acquired 2x5MHz of 800MHz low frequency spectrum at the reserve price of ?225 million which has been fully settled subsequent to the year end These spectrum acquisitions give the Company the capacity to continue to grow and deliver on its business strategy

Page 2

Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2012 (continued) Business Review (continued) (a)Principal activity and review of operations (continued) The Company's wholesale business became more established this year building a platform for rapid deployment of Machine to Machine (M2M) services The Company has continued to win awards during 2012 including uSwitch Best Network for the second year running and uSwitch Fastest Mobile Broadband Three UK has consistently come top of YouGov's 'Phone, Dongle and Tablet Trackers based on surveys of thousands of UK mobile users During 2012, the Company increased the deferred tax asset by ?460 million The Directors believe it is appropriate to do so as the Company's financial performance has continued to improve and the outlook remains positive During 2013, the Company intends to build on the success achieved during 2012 with contract customers by continuing to offer attractive and innovative offers (b)Review of the financial performance of the business and key performance indicators The key financial performance indicators used for internal performance are set out below Sheet1 Note 1 ARPU equals total monthly revenue including incoming mobile termination revenue and contnbutions for a handset / device in postpaid contract bundled plans divided by the average number of active customers dunng the penod, where an active customer is one that has generated revenue from an outgoing call, incoming call or 3G service in the preceding three months

Page 3

Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2012 (continued) (c) Principal Risks and Uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation The Company's key risks and the activities in place to manage them are monitored on a regular basis Financial Risk Management The Company's major non-derivative financial instruments include borrowings and cash that arise directly from its operations The Company's borrowings are raised centrally by the Hutchison Whampoa Limited Group (the "HWL Group") finance companies and are on-lent to operating subsidiaries The Company's financing has been provided by its immediate parent, Hutchison 3G UK Holdings Limited The Company uses derivatives, principally forward currency contracts, as appropriate for risk management purposes only, for hedging transactions and managing the Company's assets and liabilities It is the Company's policy not to enter into derivative transactions for speculative purposes It is also the Company's policy not to invest in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure The Company's treasury function sets financial risk management policies in accordance with the HWL Group's policies and procedures as approved by its Directors The Company's treasury policies are designed to mitigate the impact of fluctuations in exchange rates and to minimise the Company's financial risk (a)Price risk and currency risk The Company is primanly exposed to price and currency risk on the purchase of handsets and network equipment which are in US dollars and Euros Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what management believe to be high quality financial institutions The Company is exposed to its customers defaulting on the payment of their debts The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance and the transfer of credit risk to a counterparty via the sale of certain current debtors No credit is given to prepaid customers Concentration of credit risk with respect to trade debtors is considered limited given that the Company's customer base is large and unrelated (c)Liquidity risk The Company has obtained financing from its ultimate parent undertaking, FIWL, in order to meet its funding requirements This funding is raised centrally by the HWL Group's finance companies, which mitigates the risk to the Company It is expected that HWL will continue to provide the necessary funding to allow the Company to continue as a going concern Policy and practice on payment of creditors It is the Company's policy to agree the terms of payments with its suppliers at the start of business with each supplier, ensure that suppliers are aware of the terms of payments, and to pay in accordance with contractual and other legal obligations Page 4 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2012 (continued) Directors The Directors who held office during the year and up to the date of signing of the financial statements are as follows Canning Fok Victor Li Susan Chow Frank Sixt Dominic Lai Edith Shih Christian Salbaing David Dyson Robert Finnegan (appointed 18 July 2012) Richard Woodward (appointed 18 July 2012) Robert Eckert (appointed 18 July 2012) Directors' indemnities The Company has granted third party indemnities to the above Directors, capped at an individual limit of US$20 million for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as Directors of the Company or of one or more of its subsidiaries The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of Directors and officers for as long as they remain in their positions Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole Communication with all employees continues through the Intranet, newsletters, workshops and briefing groups Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability Dividend The Directors do not recommend the payment of a dividend for the year (2011 ?nil) Charitable Donations The Company made the following charitable donations (2012 ?17,806, 2011 ?1,000) during the year ?5,000 donation to support and improve the lives of people living with cancer in the UK, ?5,000 donation to a Citizen Advice Bureau, and ?7,806 paid to a charity supporting people facing hardship in the retail industry in the UK Page 5 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2012 (continued) Statement of Directors' Responsibilities The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations Company law requires directors to prepare financial statements for each financial year Under that law, the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the Directors are required to .select suitable accounting policies and then apply them consistently, .make judgements and accounting estimates that are reasonable and prudent, .state whether applicable UK Accounting Standards have been followed, subject to any material .prepare the financial statements on the going concern basis unless it is inappropriate to presume

The Directors believe that the adoption of the going concern basis in the preparation of the financial statements is appropriate as sufficient funding is available and in place through the HWL Group finance companies Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities Directors are responsible for the maintenance and integrity of the company's website Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware The Directors have taken all the steps that ought to be taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information Independent Auditors The independent auditors, PncewaterhouseCoopers LLP, have indicated their willingness to be reappointed and are deemed to be reappointed as auditors unless otherwise resolved by the directors or shareholders On behalf of the Board --- . ---- David Dyson Director Date 11 July 2013 Page 6 Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED We have audited the financial statements of Hutchison 3G UK Limited (the "Company') for the year ended 31 December 2012 which comprise the Profit and Loss Account, Statement of Total Recognised Gains and Losses, the Balance Sheet and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) Respective responsibilities of directors and auditors As explained more fully in the Directors' Responsibilities Statement set out on page 6 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the Annual Report to identify matenal inconsistencies with the audited financial statements If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report

Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the Company's affairs as at 31 December 2012 and of its

?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting ?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements

Page 7

Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED (continued) Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have sot re ved all the information and explanations we require for our audit

Page 8 Hutchison 3G UK Limited Profit and Loss Account for the Year Ended 31 December 2012 Sheet2 There is no material difference between the profit / (loss) on ordinary activities before taxation and the profit / (loss) for the year stated above and their historical cost equivalents The notes on pages 12 to 33 form an integral part of the financial statements

Director’s Report 7

Directors' Report for the year ended 31 December 2011 The Directors present their report and the audited financial statements of Hutchison 3G UK Limited (the "Company") with registered number 3885486 for the year ended 31 December 2011 Business Review The Company is an indirect wholl

Directors Report 7

Directors' Report for the year ended 31 December 2011 The Directors present their report and the audited financial statements of Hutchison 3G UK Limited (the "Company") with registered number 3885486 for the year ended 31 December 2011 Business Review The Company is an indirect wholly owned subsidiary of Hutchison Whampoa Limited ("HWL"), a company listed on The Stock Exchange of Hong Kong Limited and incorporated in Hong Kong The Company is required to set out in this report a fair review of its business during the financial year ended 31 December 2011 and of the position of the Company at the end of that financial year and a description of the principal risks and uncertainties facing the Company (known as a 'Business Review') The information that fulfils the requirements of the Business Review is set out below (a) Principal activity and review of operations The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK The Company's 3G outdoor network coverage is in excess of 97% of the population with over 99% coverage via a national roaming agreement with Orange Personal Communication Services Limited ("Orange UK") In 2007, the Company and T-Mobile (UK) Limited ("TMUK") entered into a network sharing arrangement The two parties established a joint venture, Mobile Broadband Network Limited ("MBNL") to manage the accelerated roll-out of a more expansive shared 3G network for both parties Phase I of this roll-out was completed during 2011 bringing the site count to in excess of 12,500 and the Company has continued to see the benefits in terms of cost efficiencies and increased capacity of the 3G network The roll-out of an additional 3,000 sites acquired as part of the negotiations of the Orange UK and TMUK merger will commence dunng 2012 The Company has continued to win independent awards during 2011 including Retailer of the Year (Mobile Industry Awards), Network of the Year (uSwitch) and as Number One network for customer satisfaction for Mobile Broadband, Tablet and iPhone customers (YouGov) During 2011, the Company also continued to develop its mobile broadband offers in the UK market Mobile broadband provides customers with full Internet capability on the move at high speed download rates using the High-Speed Downlink Packet Access ("HSDPA") capability of the 3G network The registered customer base of the Company has grown by 18% from 6,886 thousands at 31 December 2010 to 8,152 thousands at 31 December 2011 This has been driven by the continued success of smartphone sales, particularly driven by the 'Phone combined with a continued strong performance in the mobile broadband market supported by improvements made in network coverage and capacity During the year the Company ceased amortisation of the Universal Mobile Telecommunication System ("UMTS") licence as a result of a Statutory Instrument giving directions to Ofcom to, inter alia, amend the UMTS licence terms such that it becomes indefinite lived with an annual fee to be charged from 2022 when the initial licence term expires, (refer note 6(a) to the financial statements) During 2012, the Company intends to build on the success achieved during 2011 with contract customers by continuing to offer attractive and innovative offers

Page 2

Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2011 (continued) Business Review (continued) (b)Review of the financial performance of the business and key performance indicators The key financial performance indicators used for internal performance are set out below Sheet1 Rotel ARPU equals total monthly tanff revenue divided by the average number of active customers during the penod where an active customer is one that has generated revenue from either an outgoing or incoming call or 3G services in the preceding three months

(c)Principal Risks and Uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation The Company's key nsks and the activities in place to manage them are monitored on a regular basis

Financial Risk Management The Company's major non-derivative financial instruments include borrowings and cash that arises directly from its operations The Company's borrowings are raised centrally by the Hutchison Whampoa Limited Group (the "HWL Group") finance companies and are on-lent to operating subsidiaries The Company's financing has been provided by its immediate parent, Hutchison 3G UK Holdings Limited The Company uses derivatives, pnncipally forward currency contracts, as appropriate for risk management purposes only, for hedging transactions and managing the Company's assets and liabilities It is the Company's policy not to enter into derivative transactions for speculative purposes It is also the Company's policy not to invest liquidity in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure

Page 3

Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2011 (continued) Financial Risk Management (continued) The Company's treasury function sets financial risk management policies in accordance with the HWL Group's policies and procedures as approved by its Directors The Company's treasury policies are designed to mitigate the impact of fluctuations in exchange rates and to minimise the Company's financial risk (a)Price risk and currency risk The Company is primarily exposed to price and currency risk on the purchase of handsets and network equipment which are in US dollars and Euros Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what management believe to be high quality financial institutions The Company is exposed to its customers defaulting on the payment of their debts The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance and the transfer of some credit risk to a counterparty via the sale of certain current debtors No credit is given to prepaid customers Concentration of credit risk with respect to trade debtors is considered limited given that the Company's customer base is large and unrelated (c)Liquidity risk The Company has obtained financing from its ultimate parent undertaking, HWL, in order to meet its funding requirements This funding is raised centrally by the HWL Group's finance companies, which mitigates the risk to the Company It is expected that HWL will continue to provide the necessary funding to allow the Company to continue as a going concern Policy and practice on payment of creditors It is the Company's policy to agree the terms of payments with its suppliers at the start of business with each supplier, ensure that suppliers are aware of the terms of payments, and to pay in accordance with contractual and other legal obligations Directors The Directors who held office during the year and up to the date of signing of the financial statements are as follows Canning Fok Victor Li Susan Chow Frank Sixt Dominic Lai Edith Shih Christian Salbaing Kevin Russell (resigned 1 July 2011) David Dyson (appointed 1 July 2011) Page 4 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2011 (continued)

Directors' indemnities The Company has granted third party indemnities to the above Directors, capped at an individual limit of US$20 million for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as Directors of the Company or of one or more of its subsidiaries The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of Directors and officers for as long as they remain in their positions Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole Communication with all employees continues through the Intranet, newsletters, workshops and briefing groups Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability Dividend The Directors do not recommend the payment of a dividend for the year (2010 ?nil) Charitable Donations The Company made charitable donations of ?1,000 during the year (2010 ?nil)

Page 5 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2011 (continued) Statement of Directors' Responsibilities The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations Company law requires the Directors to prepare financial statements for each financial year Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period In preparing those financial statements, the Directors are required to ?select suitable accounting policies and then apply them consistently, .make judgements and accounting estimates that are reasonable and prudent, .state whether applicable UK Accounting Standards have been followed, subject to any material .prepare the financial statements on the going concern basis unless it is inappropriate to presume

The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware The Directors have taken all the steps that ought to be taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information Independent Auditors The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting

On behalf of the Board

r David Dyson Director Date 27 April 2012

Page 6 Hutchison 3G UK Limited INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED We have audited the financial statements of Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2011 which comprise the Profit and Loss Account, the Balance Sheet, Statement of Total Recognised Gains and Losses and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the Company's affairs as at 31 December 2011 and of its loss for the year then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006.0 Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements

7.0

Hutchison 3G UK Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED (continued) Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not

?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit

Stephen Mount (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2012-04-30 00:00:00

8.0 Hutchison 3G UK Limited

Profit and Loss Account for the Year Ended 31 December 2011 Sheet2 There is no material difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents Some prior year comparatives have been reclassified for consistency with current year presentation The notes on pages 12 to 33 form an integral part of the financial statements

Director’s Report 8

Directors' Report for the year ended 31 December 2010 The Directors present their report and the audited financial statements of Hutchison 3G UK Limited (the "Company") with registered number 3885486 for the year ended 31 December 2010 Business Review The Company is an indirectly who

Directors Report 8

Directors' Report for the year ended 31 December 2010 The Directors present their report and the audited financial statements of Hutchison 3G UK Limited (the "Company") with registered number 3885486 for the year ended 31 December 2010 Business Review The Company is an indirectly wholly owned subsidiary of Hutchison Whampoa Limited ("HWL"), a company listed on The Stock Exchange of Hong Kong Limited and incorporated in Hong Kong The Company is required to set out in this report a fair review of the business of the Company during the financial year ended 31 December 2010 and of the position of the Company at the end of that financial year and a descnpbon of the pnncipal nsks and uncertainties facing the Company (known as a 'Business Review') The information that fulfils the requirements of the Business Review is set out below (a) Principal activity and review of operations The Company, which trades under the name "Three", is engaged in the provision of mobile communications, entertainment and information services in the UK During the year, the Company's 3G outdoor network coverage reached in excess of 97% of the population with over 99% coverage via a national roaming agreement with Orange Personal Communication Services Limited ("Orange UK") In 2007, the Company and T-Mobile (UK) Limited ("TMUK") entered into a network shanng arrangement The two parties established a joint venture, Mobile Broadband Network Limited ("MBNL") to manage the accelerated roll-out of a more expansive shared 3G network for both parties, which is expected to generate significant long-term cost benefits for the Company During 2010, MBNL continued to roll-out and increase the capacity of the shared network, Phase 1 of which is due for completion in early 2011 and will provide close to 98% UK population coverage capable of supporting high-speed 3G mobile broadband services The combined 3G access network shares physical assets and offers greater capacity than the two operators' independent 3G networks The successful roll-out of the shared network during 2010, together with the Company's own focus on network improvements, has resulted in the Company coming top in the leading survey of mobile broadband customers managed by YouGov, an independent research organisation On 1 March 2010, the merger between Orange UK and TMUK was cleared by the European Commission creating a new entity called Everything Everywhere ("EE") As part of the negotiations surrounding this merger, the original network share agreement with T-Mobile was updated during 2010 in order to provide the Company with certainty that the shared network arrangement would not be terminated by EE and that the Company's use of the shared network would not be affected in any way In addition, the updated agreement has given the Company the right to use, at no cost, 3G capability on an additional 3,000 sites in the UK, which had not been previously accessible to the Company These will be incorporated into the shared network during the Phase 2 expansion taking UK population coverage beyond 99% As a result of this agreement, the Company has recognised an intangible asset of ?500 million In July 2010, the Company launched the 'Phone in conjunction with a number of new tariffs Subsequently, the Company experienced an increase in the number of new customers joining on a monthly basis, which continued for the remainder of the year and into 2011 During 2010, the Company also continued to develop its mobile broadband offers in the UK market Mobile broadband provides customers with full Internet capability on the move at high speed download rates using the High-Speed Downlink Packet Access ("HSDPA") capability of the 3G network Page 2 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2010 (continued) Business Review (continued) The registered customer base of the Company has grown by 23% from 5 6 million at 31 December 2009 to over 6 8 million at 31 December 2010 This has been driven by the success of the !Phone launch combined with a continued strong performance in the mobile broadband market supported by the significant improvements made in network coverage and capacity During 2011, the Company intends to build on the success achieved in the second half of 2010 with contract customers by continuing to offer attractive and innovative offers The increasing demand for 3G handsets, including smart phones, in the prepay market will provide the Company with a good opportunity to increase market share in this area (b)Review of the financial performance of the business and key performance indicators The key financial performance indicators used for internal performance are set out below Sheet1 Rotel ARPU equals total monthly tariff revenue divided by the average number of active customers dunng the penod, where an active customer is one that has generated revenue from either an outgoing or incoming call or 3G services in the preceding three months

(c)Principal Risks and Uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation The Company's key risks and the activities in place to manage them are monitored on a regular basis

Page 3 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2010 (continued) Financial Risk Management The Company's major non-derivative financial instruments include borrowings and cash that arises directly from its operations The Company's borrowings are raised centrally by the Hutchison Whampoa Limited Group (the "1-1WL Group") finance companies and are on-lent to operating subsidiaries The Company's financing has been provided by its immediate parent, Hutchison 3G UK Holdings Limited The Company uses derivatives, principally forward currency contracts, as appropriate for risk management purposes only, for hedging transactions and managing the Company's assets and liabilities It is the Company's policy not to enter into derivative transactions for speculative purposes It is also the Company's policy not to invest liquidity in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure The Company's treasury function sets financial risk management policies in accordance with the HWL Group's policies and procedures as approved by its Directors The Company's treasury policies are designed to mitigate the impact of fluctuations in exchange rates and to minimise the Company's financial risk (a)Price risk and currency risk The Company is pnmanly exposed to price and currency risk on the purchase of handsets and network equipment which are in US dollars and Euros Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what management believe to be high quality financial institutions The Company is exposed to its customers defaulting on the payment of their debts The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance No credit is given to prepaid customers Concentration of credit risk with respect to trade receivables is considered limited given that the Company's customer base is large and unrelated (c)Liquidity risk The Company has obtained financing from its ultimate parent undertaking, HWL, in order to meet its funding requirements This funding is raised centrally by the HWL Group's finance companies, which mitigates the risk to the Company It is expected that HWL will continue to provide the necessary funding to allow the Company to continue as a going concern Policy and practice on payment of creditors It is the Company's policy to agree the terms of payments with its suppliers at the start of business with each supplier, ensure that suppliers are aware of the terms of payments, and to pay in accordance with contractual and other legal obligations

Page 4 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2010 (continued) Directors The Directors who held office during the year and up to the date of signing of the financial statements are as follows Canning Fok Victor Li Susan Chow Frank Sixt Dominic Lai Edith Shih Chnstian Salbaing Kevin Russell

Directors' indemnities The Company has granted third party indemnities to the above Directors, capped at an individual limit of US$20,000,000 for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as Directors of the Company or of one or more of its subsidiaries The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of Directors and officers for as long as they remain in their positions Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole Communication with all employees continues through the Intranet, newsletters, workshops and briefing groups Applications for employment by disabled persons are always fully considered, beanng in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability Dividend The Directors do not recommend the payment of a dividend for the year (2009 ?nil) Charitable Donations The Company made no charitable donations during the year (2009 ?3,000)

Page 5 Hutchison 3G UK Limited Directors' Report for the year ended 31 December 2010 (continued) Statement of Directors' Responsibilities The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations Company law requires the Directors to prepare financial statements for each financial year Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period In preparing those financial statements, the Directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware The Directors have taken all the steps that ought to be taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information Independent Auditors The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting

On behalf of the Board

Kevin Russell Director Date 29 March 2011

Page 6

- Hutchison 3G UK Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED We have audited the financial statements of Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2010 which comprise the Profit and Loss Account, Statement of Total Recognised Gains and Losses, the Balance Sheet and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our pnor consent in writing Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the Directors, and the overall presentation of the financial statements Opinion on financial statements In our opinion, the financial statements ?give a true and fair view of the state of the Company's affairs as at 31 December 2010 and of its loss for the year then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006 In our opinion, the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements

Page 7 Hutchison 3G UK Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED (continued) Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not

?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of Directors' remuneration specified by law are not made, or ?we have not rece - ? all the information and explanations we require for our audit

Profit and Loss Account for the Year Ended 31 December 2010 Sheet2 There is no material difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents *Turnover and cost of sales in 2009 have been restated to reflect refinements introduced in 2010 in allocating revenue to devices sold in bundled contractual arrangements Amounts receivable for device sales of ?82 million, previously classified as cost of sales, are now classified as turnover for consistency with current year classification The notes on pages 12 to 32 form an integral part of the financial statements

Director’s Report 9

Directors' Report The Directors present their report and the audited financial statements of Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2009 Business Review The Company is a wholly owned subsidiary of Hutchison Whampoa Limited ("HWL"), a company listed on

Directors Report 9

Directors' Report The Directors present their report and the audited financial statements of Hutchison 3G UK Limited (the "Company") for the year ended 31 December 2009 Business Review The Company is a wholly owned subsidiary of Hutchison Whampoa Limited ("HWL"), a company listed on The Stock Exchange of Hong Kong Limited and incorporated in Hong Kong The Company is required to set out in this report a fair review of the business of the Company during the financial year ended 31 December 2009 and of the position of the Company at the end of that financial year and a description of the principal risks and uncertainties facing the Company (known as a 'Business Review') The information that fulfils the requirements of the Business Review is set out below (a) Principal activity and review of operations The Company, which trades under the name "3", is engaged in the provision of mobile communications, entertainment and information services in the UK Dunng the year, the Company's 3G outdoor network coverage reached in excess of 92% of the population with over 99% coverage via a national roaming agreement with Orange Personal Communication Services Limited ("Orange UK") In 2007, the Company and T-Mobile (UK) Limited ("TMUK") entered into a network sharing arrangement The two parties established a joint venture, Mobile Broadband Network Limited ("MBNL") to manage the accelerated roll-out of a more expansive shared 3G network for both parties, which is expected to generate significant long term cost benefits for the Company During 2009, MBNL continued to roll-out the shared network which is due for completion in 2010 and will provide 99% UK population coverage capable of supporting high-speed 3G mobile broadband services The combined 3G access network will share physical assets and offer greater capacity than the two operators' existing independent 3G networks During 2009, the Company continued to develop its mobile broadband offers in the UK market Mobile broadband provides customers with full Internet capability on the move at high speed download rates using the High-Speed Downlink Packet Access ("HSDPA") capability of the 3G network The registered customer base of the Company has grown by 14% from 4 9 million at 31 December 2008 to 56 million at 31 December 2009 This has been driven by growth in mobile broadband customers during 2009, combined with growth in the prepaid handset customer base In 2009, Orange UK and TMUK announced their intention to merge The merger has been approved by the European Commission Management believes that the merger will not have a detrimental impact on the Company

Page 2

Hutchison 3G UK Limited

Directors' Report (continued) (b) Review of the financial performance of the business and key performance indicators The key financial performance indicators used for internal performance analysis are revenue and EBITDA These are detailed in the table below

Revenue EBITDA* Year Ended 31 December 2009 2008 E'm ?'m (Restated) 1,504 1,494 80 7 `EBITDA is earnings before net financing costs, tax, depreciation, amortisation and exceptional items See note 4(b) for a reconciliation of EBITDA to Operating Loss (c)Change in Accounting Policy With effect from 1 January 2009, the Company has changed its policy to expense customer acquisition costs as incurred See note 1(c) for details The impact of the change in policy was a reduction in 2008 EBITDA by ?150 million to ?7 million and an increase in the 2008 retained loss by ?150 million to ?283 million EBITDA for the year ended 31 December 2009 was ?80 million compared to ?7 million (restated) in the year ended 31 December 2008 The increase in EBITDA results from lower customer acquisition costs and a reduction in operational expenditure due to cost saving measures The retained loss for the year ended 31 December 2009 was ?371 million compared to ?283 million (restated) for the year ended 31 December 2008 The increase in the loss is due to the release of ?93m in provisions in 2008 following contract renegotiations offset by the increase in EBITDA (d)Principal Risks and Uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation The Company's key risks and the activities in place to manage them are monitored on a regular basis (e)Outlook The implementation of the network share agreement with TMUK will continue throughout 2010 with the associated benefits continuing to develop Expansion of HSDPA will continue throughout 2010, giving customers a greater quality and range of communication, entertainment and information services

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Hutchison 3G UK Limited Directors' Report (continued) Financial Risk Management The Company's major non-derivative financial instruments include borrowings and cash that arises directly from its operations The Company's borrowings are raised centrally by the Hutchison Whampoa Limited Group (the ''HWL Group") finance companies and are on-lent to operating subsidiaries The Company's financing has been provided by its immediate parent, Hutchison 3G UK Holdings Limited The Company uses derivatives, principally forward currency contracts, as appropriate for risk management purposes only, for hedging transactions and managing the Company's assets and liabilities It is the Company's policy not to enter into derivative transactions for speculative purposes It is also the Company's policy not to invest liquidity in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure The Company's treasury function sets financial risk management policies in accordance with the HWL Group's policies and procedures as approved by its Directors The Company's treasury policies are designed to mitigate the impact of fluctuations in exchange rates and to minimise the Company's financial risk (a)Price risk and currency risk The Company is primarily exposed to price and currency nsk on the purchase of handsets which are in US dollars and Euros and on other foreign currency purchases Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash and investments in liquid resources Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what Management believe to be high quality financial institutions The Company is exposed to its customers defaulting on the payment of their debts The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance No credit is given to prepaid customers Concentration of credit risk with respect to trade receivables is considered limited given that the Company's customer base is large and unrelated (c)Liquidity risk The Company has obtained financing from its ultimate parent undertaking, HWL, in order to meet its funding requirements This funding is raised centrally by the HWL Group's finance companies, which mitigates the risk to the Company Policy and practice on payment of creditors It is the Company's policy to agree the terms of payments with its suppliers at the start of business with each supplier, ensure that suppliers are aware of the terms of payments, and to pay in accordance with contractual and other legal obligations

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Hutchison 3G UK Limited Directors' Report (continued) Directors The Directors who held office during the year are as follows Canning Fok Victor Li Susan Chow Frank Sixt Dominic Lai Edith Shih Christian Salbaing Kevin Russell Directors' indemnities The Company has granted third party indemnities to the above Directors, capped at an individual limit of US$10,000,000 for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as Directors of the Company or of one or more of its subsidiaries The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act 2006 and will continue in force for the benefit of Directors and officers for as long as they remain in their positions Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole Communication with all employees continues through the Intranet, newsletters, workshops and briefing groups Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability Dividend The Directors do not recommend the payment of a dividend for the year (2008 ?nil) Charitable Donations The Company made charitable donations of ?3,000 during the year (2008 ?nil)

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Hutchison 3G UK Limited Directors' Report (continued)

Post Balance Sheet Events On 1 January 2010, the Company acquired certain assets and liabilities of 3UK Retail Limited for a cash consideration of ?1 The carrying value, at the date of purchase, of the net liabilities acquired is ?37 million Statement of Directors' Responsibilities The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations Company law requires the Directors to prepare financial statements for each financial year Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period In preparing those financial statements, the Directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities Auditors and Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware The Directors have taken all the steps that ought to be taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting

By Order of the Board / / Af...4-. de

Kevin Russell Director Date 30 March 2010

Page 6 Hutchison 3G UK Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED We have audited the financial statements of Hutchison 3G UK Limited for the year ended 31 December 2009 which comprise the Profit and Loss Account, Statement of Total Recognised Gains and Losses, the

Director’s Report 10

Directors' Report The Directors present their report and the audited financial statements of the Company for the year ended 31 December 2008. Business Review Hutchison 3G UK Limited (the "Company") is a wholly owned subsidiary of Hutchison Whampoa Limited ("HWL"), a company listed o

Directors Report 10

Directors' Report The Directors present their report and the audited financial statements of the Company for the year ended 31 December 2008. Business Review Hutchison 3G UK Limited (the "Company") is a wholly owned subsidiary of Hutchison Whampoa Limited ("HWL"), a company listed on The Stock Exchange of Hong Kong Limited and incorporated in Hong Kong. The Company is required to set out in this report a fair review of the business of the Company during the financial year ended 31 December 2008 and of the position of the Company at the end of that financial year and a description of the principal risks and uncertainties facing the Company (known as a 'Business Review'). The information that fulfils the requirements of the Business Review is set out below: (a)Review of operations The Company, which trades under the name "3", is engaged in the provision of mobile communications, entertainment and information services in the UK. During the year, the Company's 3G network coverage reached in excess of 89% of the population with over 99% coverage via national roaming agreements with Orange and 02. During 2008, the Company continued to develop its Mobile Broadband offers in the UK market. Mobile Broadband provides customers with full internet capability on the move at high speed download rates using the High-Speed Downlink Packet Access ("HSDPA") capability of the 3G network. During December 2007, the Company and T-Mobile (UK) Limited ("TMUK") entered into a network sharing arrangement. The two parties established a joint venture, Mobile Broadband Network Limited ("MBNL") to manage the accelerated roll-out of a more expansive shared 3G network for both parties, which is expected to generate significant long term cost benefits for the Company. During the year, MBNL continued to roll-out the shared network which is due for completion in 2010 and will provide 99% UK population coverage capable of supporting high-speed 3G mobile broadband services. The combined 3G access network will share physical assets and offer greater capacity than the two operators' existing independent 3G networks. (b)Review of the financial performance of the business and key performance indicators The key financial performance indicators used for internal performance analysis are revenue and EBITDA. These are detailed in the table below. Sheet1 *EBITDA is earnings before net financing costs, tax, depreciation, amortisation and exceptional items. See note 4(b) for a reconciliation of EBITDA to Operating Loss.

Page 2 Hutchison 3G UK Limited Directors' Report Business Review (continued) The registered customer base of the Company has grown steadily by 20% from 4.1 million at 31 December 2007 to 4.9 million at 31 December 2008. This has been driven by significant growth in mobile broadband customers during 2008, combined with steady growth in the contract handset customer base. EBITDA in the year ended 31 December 2008 is a ?157 million profit compared to a ?354 million loss in the year ended 31 December 2007. The movement has largely resulted from increased revenues arising from growth in the customer base and the release of provisions no longer required following the outcome of regulatory actions in 2008 amounting to ?36 million. In addition, 2007 was impacted by a one-off accelerated charge of customer acquisition costs. The net result of the Company (including the effect of exceptional items) for the year ended 31 December 2008 is a ?134 million loss (2007: ?797 million loss). The change in net result year-on-year was mainly driven by the movement in EBITDA and the release of provisions no longer required following contract renegotiations amounting to ?93 million. (c)Principal Risks and Uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks and uncertainties faced by the Company. The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up, churn, technological advances and regulation. The Company's key risks and the activities in place to manage them are monitored on a regular basis. (d)Outlook The implementation of the network share agreement with TMUK will continue throughout 2009 with the associated benefits continuing to develop. Expansion of HSDPA will continue throughout 2009, giving customers a greater quality and range of communication, entertainment and information services. Financial Risk Management The Company's major non-derivative financial instruments include borrowings and cash that arises directly from its operations. The Company's borrowings are raised centrally by the Hutchison Whampoa Limited Group (the "HWL Group") finance companies and are on-lent to operating subsidiaries. The Company cautiously uses derivatives, principally forward currency contracts, as appropriate for risk management purposes only, for hedging transactions and managing the Company's assets and liabilities. It is the Company's policy not to enter into derivative transactions for speculative purposes. It is also the Company's policy not to invest liquidity in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure. The Company's treasury function sets financial risk management policies in accordance with the liWL Group's policies and procedures as approved by its Directors. The Company's treasury policies are designed to mitigate the impact of fluctuations in interest rates and exchange rates and to minimise the Company's financial risk.

Page 3 Hutchison 3G UK Limited Directors' Report Financial Risk Management (continued) (a)Price risk and currency risk The Company is primarily exposed to price risk on the purchase of handsets which are in US dollars. Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts where active markets for the relevant currencies exist. (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash and investments in liquid resources. Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what Management believe to be high quality financial institutions. The Company is exposed to its customers defaulting on the payment of their debts. The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance. No credit is given to prepay customers. Concentration of credit risk with respect to trade receivables is considered limited given that the Company's customer base is large and unrelated. (c)Liquidity risk The Company has obtained financing from its ultimate parent undertaking, AWL, in order to meet its funding requirements. This funding is raised centrally by the HWL Group's finance companies, which mitigates the risk to the Company. (d)Interest rate cash flow risk The Company currently has no interest-bearing liabilities. As set out in note 1(k), interest is capitalised when it is directly attributable to financing the cost of a fixed asset, otherwise the interest is accounted for through the profit and loss account.

Page 4 Hutchison 3G UK Limited Directors' Report (continued) Directors' indemnities The Company has granted third party indemnities to the above directors, capped at an individual limit of US$10,000,000 for any one claim and in the annual aggregate inclusive of costs and expenses, in relation to certain losses and liabilities which they may incur in the course of acting as directors of the Company or of one or more of its subsidiaries. The indemnities are categorised as qualifying third-party indemnities for the purposes of the Companies Act and will continue in force for the benefit of directors and officers for as long as they remain in their positions. Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole. Communication with all employees continues through the intranet, newsletters, workshops and briefing groups. Applications for employment by disabled persons are always? fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. Charitable Donations The Company made charitable donations of ?nil during the year (2007: ?8,538). Auditors and Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware. The Directors have taken all the steps that ought to be taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting. Statement of Directors' Responsibilities The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

Page 5 Hutchison 3G UK Limited Directors' Report (continued) Statement of Directors' Responsibilities (continued) In preparing those financial statements, the Directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business, in which case there should be supporting assumptions or qualifications as necessary. The Directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors believe that the adoption of going concern basis in the preparation of the financial statements is appropriate as sufficient funding is available and in place through HWL Group finance companies. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. By Order of the Board

eery Kevin Russell Director Date: 26 March 2009

Page 6 Hutchison 3G UK Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 36 UK LIMITED

We have audited the financial statements of Hutchison 36 UK Limited for the year ended 31 December 2008 which comprise the Profit and Loss Account, the Balance Sheet, and the related notes. These financial statements have been prepared under the accounting policies set out therein.

Respective responsibilities of directors and auditors The Directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements. In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors' remuneration and other transactions is not disclosed. We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.

Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or.other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Page 7 Hutchison 3G UK Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HUTCHISON 3G UK LIMITED (continued)

Opinion In our opinion: ?the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 December 2008 and of its loss for the year then ended; ?the financial statements have been properly prepared in accordance with the Companies Act 1985; and ? the information given in the Directors' Report is consistent with the financial statements.

Profit and Loss Account for the Year Ended 31 December 2008 Sheet2 There is no difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents. There are no recognised gains or losses in either year other than a loss on ordinary activities after taxation. The notes on pages 11 to 28 form an integral part of the financial statements.

Page 9 * Hutchison 3G UK Limited Sheet3 The financial statements on pages 9 to 28 were approved by the Board of Directors on 26 March 2009 and were signed on its behalf by: ??

ate, Kevin Russell Director

Page 10 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2008 1 Significant Accounting Policies (a)Basis of Accounting The financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 1985 and applicable UK accounting standards. Significant accounting policies, which have been applied consistently, are set out below. The Directors are required to prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business. The Directors believe that the adoption of going concern basis in the preparation of the financial statements is appropriate as sufficient funding is available and in place through Hutchison Whampoa Limited ("HWL") Group finance companies. Some prior year comparatives have been reclassified for consistency with the current year presentation. Use of estimates The preparation of financial statements requires the Company to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure and valuation of contingent assets and liabilities and the reported amounts of income and expenditure. Actual results may differ from estimates included in the financial statements. Estimates are used when accounting for certain items such as deferred tax assets, provision for bad and doubtful debts, valuation of stocks, depreciation and amortisation, in the assumptions adopted on the impairment reviews of tangible and intangible fixed assets and the calculation of provisions for liabilities and charges. Carrier revenue and payments to other operators: when telephony traffic is carried by other operators, the Company incurs interconnect and roaming costs. The Company also carries traffic on behalf of other operators for which it earns interconnect and roaming revenue. Some interconnect and roaming costs and revenues are subject to regulation by local regulatory authorities. A regulatory determination may give rise to amendments to interconnect and roaming costs. The Company reviews its interconnect and roaming costs and revenues on a regular basis and adjusts the rate at which these costs are charged or revenue is recognised in the profit and loss account in accordance with the estimated interconnect and roaming costs or revenue for the current period. The prices at which these services are charged are often regulated and can be subject to retrospective adjustment. Estimates are used in assessing the likely impact of these retrospective adjustments. (b)Turnover Turnover represents amounts earned for services rendered, net of value-added tax and discounts. Turnover from third generation video mobile multi-media and communication services comprises amounts charged to customers in respect of monthly access charges, airtime usage, messaging and the provision of other mobile telecommunications services, including data services and information provision. Access charges and airtime used by contract customers are invoiced and recorded as part of a periodic billing cycle and recognised as turnover over the related access period. Unbilled turnover resulting from services already provided from the billing cycle date to the end of each period is accrued, and unearned monthly access charges relating to periods after each accounting period are deferred. Turnover from the sale of prepaid credit is deferred until such time as the customer uses the airtime, or the credit expires. Turnover from the provision of services is recognised over the period of the contract. Turnover from data services and information provision is recognised when the Company has performed the related service Page 11 Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2008 1 Significant Accounting Policies (continued) (b)Turnover (continued) and, depending on the nature of the service, is recognised either at the gross amount billed to the customer, or the amount receivable by the Company as commission for facilitating the service. (c)Customer Acquisition Costs The delivery of equipment to customers and third party dealers is not accounted for as a separate sale. The net equipment cost together with any net commission payment to third party dealers are accounted for as customer acquisition cost ("CAC"). Costs to acquire customers that enter into a fixed term contract are recorded in "Deferred expenditure" and expensed to "Cost of Sales" over the term of the contract, where the recovery of the acquisition cost is considered probable. Where the recovery of the acquisition cost is not considered probable, it is expensed to "Cost of Sales" immediately. Costs to acquire customers that do not enter into a fixed term contract are expensed as incurred and recorded within "Cost of Sales". (d)Pension Costs The Company contributes to a defined contribution personal pension plan in respect of its employees. Pension costs are charged to the profit and loss account in the year to which the contributions relate. (e)Share-Based Payment The fair value of equity-settled share-based payments to employees, determined at the date of grant, is expensed on a straight-line basis over the vesting period based on the Company's estimate of shares or options that will eventually vest The fair value is adjusted for changes in non-market based vesting conditions over the vesting period. In the case of options granted, fair value is measured using a binomial pricing model. (f)Foreign Currency Transactions Transactions denominated in foreign currencies are translated at the rate prevailing at the time of the transaction. Monetary assets or liabilities denominated in foreign currencies, which are held at the end of the year, are translated at the year-end rate of exchange. Exchange differences on monetary items are taken to the profit and loss account. (g)UMTS and Other Licences Licences are stated at cost less accumulated amortisation. The cost of Universal Mobile Telecommunication System ("UMTS") and other similar licences comprises upfront payments made for acquiring the licences and acquisition costs capitalised prior to the date when the licence is first available for use. The licence cost is amortised from the later of the start of the licence or the date when the licence is first available for use, to the end of the licence period on a straight-line basis. The licence amortisation is included within Administrative Expenses. Software licences and other similar licences are stated at cost and amortised over the respective licence terms. These licences range in useful economic life from 3 years to 20 years.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2008 Significant Accounting Policies (continued) WATS and Other Licences (continued) Regular reviews are conducted on the licences' carrying values and, where impairment is judged to have occurred, a provision is made for diminution in value and charged to the profit and loss account in that period. (h) Fixed Assets and Depreciation Tangible fixed assets are stated at cost of acquisition or at construction cost, less accumulated depreciation. The cost of fixed assets include only those costs directly attributable to bringing the asset to working condition for its intended use, including any associated finance costs. Assets held under leases or other arrangements, which confer rights and obligations similar to those attaching to owned assets, are capitalised as tangible fixed assets. Tangible fixed assets are depreciated to their expected recoverable amounts on a straight-line basis over their estimated useful lives from the time they are brought into use at the following rates: Leasehold improvements over the lease term or the useful life if shorter Plant and equipment 20% - 33.3% per annum Network infrastructure 2.5% - 33.3% per annum Included in Network infrastructure are estimated costs to restore the cell sites to their original state on the relocation of the cell site equipment in accordance with the lease agreement. Payments on account and assets in the course of construction are not depreciated. The useful economic lives of tangible fixed assets are reviewed at the end of each reporting period and the lives are revised if expectations are significantly different from previous estimates. In determining the useful economic lives, the expected use of the assets by the Company is taken into consideration, including the upgrade, replacement and repair and maintenance programmes of the Company and the expected economic or technological obsolescence of the assets including the Company's ability to extend and/or renew related operating agreements. If the useful economic fives of any tangible fixed assets are revised, the carrying amounts of the tangible fixed assets at the date of revision are then depreciated over the revised remaining useful economic lives. In line with the Company's policy to annually review asset lives, during 2007, the Company undertook an exercise to reassess the appropriateness of the useful economic lives of the Company's tangible fixed assets. As a consequence, in 2007, the useful lives of certain parts of the Company's network infrastructure assets were assigned a useful economic life of 40 years as compared to 20 years previously. The useful economic lives of the tangible fixed assets therefore changed to a range of 3 to 40 years. The financial impact to the Company of the change in the useful economic lives is to decrease the depreciation charge in the year ended 31 December 2007 by ?23 million and to increase the carrying amounts of tangible fixed assets by the same amount. There was no change in the useful economic lives of the Company's fixed assets arising from the 2008 review. Tangible fixed assets are reviewed for impairment if and when an event that might adversely affect their values has occurred. Where impairment is judged to have occurred a provision is made for diminution in value, and charged to the profit and loss account in that period.

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S Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2008 1 Significant Accounting Policies (continued) (h) Fixed Assets and Depreciation (continued) Compensation from third parties for fixed assets that have been impaired, lost or given up is included in the profit and loss account when the compensation becomes receivable. Where the compensation is in the form of non-monetary assets, it is measured at the fair value of the asset received, unless neither the asset given up nor the asset received can be reliably measured. If that is the case the asset received is measured instead at the carrying amount of the asset given up. (I) Leased Assets Where the Company has substantially all the risks and rewards of ownership of an asset subject to lease, that lease is treated as a finance lease with the equivalent cost recorded as both a fixed asset and a liability. Depreciation is provided in line with the Company's accounting policy for the underlying assets. Finance charges, included in interest, are allocated over each lease to produce a constant rate of charge on the outstanding balance. All other leases for the use of assets are accounted for as operating leases and the rental costs are charged to the profit and loss account on a straight-line basis over the term of the lease. Deferred Taxation Deferred tax is provided in full on all timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted. (k) Finance Costs Costs incurred in raising debt finance are deducted from the amount raised and amortised over the period of the debt facility to produce a constant rate of financing charge. Finance costs that are directly attributable to the construction of a tangible fixed asset are capitalised as part of the cost of the relevant asset and depreciated over the asset's life. The capitalisation rate in any given period is based on the weighted average of the rates incurred on the Company's borrowings outstanding during the period. Capitalisation of interest ceases when substantially all the activities necessary to get the tangible fixed asset ready for use are complete. Other finance costs are charged to the profit and loss account on an accruals basis. (I) Stock Stock comprises telecom equipment and other goods for resale and is valued at the lower of cost and net realisable value.

Page 14 t, Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2008 Significant Accounting Policies (continued) (m)Debtors Debtors are stated at the invoiced amount less provision for bad and doubtful debts. Provisions are maintained in respect of bad and doubtful debts for estimated losses resulting from customers not making the required payments. Estimates are based on the aging of the debt balances and historical experience. (n)Derivative Financial instruments Derivative financial instruments are utilised by the Company in the management of its foreign currency and interest rate exposures. The Company's policy is not to utilise derivative financial instruments for trading or speculative purposes. All derivative financial instruments are accounted for as hedges when they alter the risk profile of an underlying exposure of the Company. All derivative financial instruments held for hedging purposes are identified as hedges of the underlying asset or liability from inception. (o)Liquid resources Liquid resources include surplus cash which is placed on short-term deposit which is disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at or close to their carrying values or traded in an active market. (P) Exceptional items The Company separately identifies and discloses one-off or unusual items (termed "exceptional items"). These items are identified as exceptional by virtue of their size or incidence. The Company believes this provides meaningful analysis of the trading results of the Company and aids readers' understanding of the impact of such items. Therefore, in the discussion of the Company's results of operations, reference is made to measurements before and after exceptional items. Exceptional items may not be comparable to similarly titled measures used by other companies. Provisions Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. The Company recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract. (r) Investments Investments in subsidiaries and joint ventures are recorded at cost, less provision for any impairment.

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2008 2 Cash Flow Statement The Company has taken advantage of the provisions under FRS1 (revised 1996) from producing a cash flow statement as it is a wholly-owned subsidiary of Hutchison 3G UK Holdings Limited, which prepares a

Director’s Report 11

Directors' Report The Directors present their report and the audited financial statements of the Company for the year ended 2007-12-31 00:00:00 Business Review Hutchison 3G UK Limited (the "Company") is a wholly owned subsidiary of Hutchison Whampoa Limited ("1-IWL"), a company list

Directors Report 11

Directors' Report The Directors present their report and the audited financial statements of the Company for the year ended 2007-12-31 00:00:00 Business Review Hutchison 3G UK Limited (the "Company") is a wholly owned subsidiary of Hutchison Whampoa Limited ("1-IWL"), a company listed on The Stock Exchange of Hong Kong and incorporated in Hong Kong The Company is required to set out in this report a fair review of the business of the Company during the financial year ended 31 December 2007 and of the position of the Company at the end of that financial year and a description of the principal risks and uncertainties facing the Company (known as a 'Business Review') The information that fulfils the requirements of the Business Review is set out below (a)Review of operations The Company, which trades under the name "3", is engaged in the provision of mobile communications, entertainment and information services in the UK During the year, the Company continued to rollout its 3G network in the UK Coverage reached in excess of 89% of the population with over 99% coverage via national roaming agreements with Orange and 02 Continued expansion of its High-Speed Downlink Packet Access ("HSDPA") services has now created the largest HSDPA network in the UK In September 2007, the Company launched Mobile Broadband to the market, offering three new tariffs providing customers with full Internet capability on the move at high-speed download rates using the HSDPA network capability This was followed by the innovative launch of Mix and Match contract tariffs in October 2007, providing customers with the flexibility to choose the combination of minutes, text and handset type it preferred During December 2007, the Company and another mobile network operator entered into a network sharing arrangement The arrangement will mean an accelerated roll out of a more expansive shared 3G network for both parties and is expected to generate significant long term cost benefits for the Company The shared network is scheduled to be completed in just over two years and will provide 99% UK population coverage capable of supporting high-speed 3G mobile broadband services The combined 3G access network will share physical assets and offer greater capacity than the two operators' existing independent 3G networks (b)Review of the financial performance of the business and key performance indicators The key financial performance indicators used for internal performance analysis are revenue and EBITDA These are detailed in the table below

Hutchison 3G UK Limited Directors' Report Business Review (continued) The registered customer base of the Company has grown steadily by 8% from 38 million at 31 December 2006 to 4 1 million at 31 December 2007 This has been driven by growth in the higher value contract base Revenue has been constrained by aggressive competitor activity in the market for contract customers together with regulatory actions including the introduction of regulated 3G mobile termination rates commencing in April 2007 EBITDA in the year ended 31 December 2007 is a ?354 million loss compared to a ?254 million loss in the year ended 31 December 2006 The movement has resulted from accelerated charge of customer acquisition costs, deferred promotional discounts and the impact of regulatory actions The net result of the Company (including the effect of exceptional items) for the year ended 31 December 2007 is a ?797 million loss (2006 ?464 million loss) The change in net result year-on-year was mainly driven by the movement in EBITDA, a ?209 million reduction in the tax benefit recorded year-on-year together with the fact that the one off exceptional gain of ?55 million in 2006 related to the disposal of fixed assets did not reoccur in 2007 (c)Principal Risks and Uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks The key risks and uncertainties affecting the Company are considered to relate to competition from other mobile service providers, customer take-up and churn, technological advances and regulation The Company's key risks and the activities in place to manage them are monitored on a regular basis (d)Outlook The implementation of the network share agreement with another mobile network operator will begin early in 2008 with the benefits starting to arise in the latter part of 2008 Expansion of HSDPA will continue throughout 2008, giving customers a greater quality and range of communication, entertainment and information services Financial Risk Management The Company's major financial instruments, other than derivatives, include borrowings and cash that arise directly from its operations The Company's borrowings are raised centrally by the Hutchison Whampoa Limited Group (the "HWL Group") finance companies and are on-lent to operating subsidiaries The Company also uses derivatives, principally forward currency contracts as appropriate for risk management purposes only, for hedging transactions and managing the Company's assets and liabilities It is not the Company's policy to enter into derivative transactions for speculative purposes It is also the Company's policy not to invest liquidity in financial products, including hedge funds or similar vehicles, with significant underlying leverage or derivative exposure The Company's treasury function sets financial risk management policies in accordance with the HWL Group's policies and procedures as approved by its Directors The Company's treasury policies are designed to mitigate the impact of fluctuations in interest rates and exchange rates and to minimise the Company's financial risk

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Hutchison 3G UK Limited Directors' Report Financial Risk Management (continued) (a)Price risk and currency nsk The Company is primarily exposed to price risk on the purchase of handsets which are in US dollars Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts where active markets for the relevant currencies exist (b)Credit risk Financial instruments which potentially subject the Company to concentration of credit risk with a specific counterparty consist principally of cash and investment in liquid resources Management believes the concentration of credit risk associated with the Company's cash and liquid resources is mitigated by the fact that these amounts are placed in what Management believes to be high quality financial institutions The Company is exposed to its customers defaulting on the payment of their debts The Company mitigates this risk by performing credit assessments on all of its contract customers prior to customer acceptance No credit is given to prepay customers (c)Liquidity risk The Company has obtained financing from its ultimate parent undertaking, HWL, in order to meet its funding requirements This funding is raised centrally by the HWL Group's finance companies, which mitigates the risk to the Company (d)Interest rate cash flow risk The Company has interest-bearing liabilities As set out in note 1(k), interest is capitalised when it is directly attributable to financing the cost of a fixed asset, otherwise the interest is accounted for through the profit and loss account

Appointed 7 February 2007 Resigned 26 June 2007 Resigned 1 January 2007 Page 5 Hutchison 3G UK Limited Directors' Report (continued) Employees Consultation with employees or their representatives is maintained, with the aims of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole Communication with all employees continues through the Intranet newsletters, workshops and briefing groups Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability Charitable Donations The Company made charitable donations of ?8,538 during the year (2006 ?900), being ?3,188 in sponsorship and ?5,350 in donations Auditors and Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware The Directors have taken all the steps that ought to be taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting Statement of Directors' Responsibilities Company Law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period The Directors are required to prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business The Directors believe that the adoption of going concern basis in the preparation of the financial statements is appropriate as sufficient funding is available through HWL Group finance companies The Directors confirm that suitable accounting policies have been used and applied consistently They also confirm that reasonable and prudent judgements and estimates have been made in preparing the financial statements for the year ended 31 December 2007 and that applicable accounting standards have been followed

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Hutchison 3G UK Limited

Directors' Report (continued) Statement of Directors' Responsibilities (continued) The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities By Order of the Board

Kevin Russell Director Date 25 March 2008

Page 7 Hutchison 3G UK Limited Independent auditors' report to the member of Hutchison 3G UK Limited We have audited the financial statements (the "financial statements") of Hutchison 3G UK Limited for the year ended 31 December 2007 which comprise the Profit and Loss Account, Balance Sheet and the related notes These financial statements have been prepared under the accounting policies set out therein Respective responsibilities of directors and auditors The Directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) This report, including the opinion, has been prepared for and only for the Company's member as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements Our responsibilities do not extend to any other information Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Page 8 Hutchison 3G UK Limited Opinion In our opinion the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 December 2007 and of its loss for the year then ended, ?the financial statements have been properly prepared in accordance with the Companies Act 1985, and ?the information given in the Directors' Report is consistent with the financial statements

Page 9 Hutchison 3G UK Limited Sheet1 There is no difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents There are no recognised gains or losses in either year other than a loss on ordinary activities after taxation The notes on pages 12 to 28 form an integral part of the financial statements

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Hutchison 3G UK Limited Sheet2 The financial statements on pages 10 to 28 were approved by the Board of Directors on 25 March 2008 and were signed on its behalf by

Kevin Russell Director

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2007 1 Significant Accounting Policies (a)Basis of Accounting The financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 1985 and applicable UK accounting standards Significant accounting policies, which have been applied consistently, are set out below Use of estimates The preparation of financial statements requires the Company to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure and valuation of contingent assets and liabilities and the reported amounts of income and expenditure Actual results may differ from estimates included in the financial statements Estimates are used when accounting for certain items such as deferred tax assets, provision for bad and doubtful debts, valuation of stocks, depreciation and amortisation and in the assumptions adopted on the impairment reviews of tangible and intangible fixed assets and the calculation of provisions for liabilities and charges Carrier revenue and payments to other operators when telephony traffic is carried by other operators, the Company incurs interconnect and roaming costs The Company also carnes traffic on behalf of other operators for which it earns interconnect and roaming revenue Some interconnect and roaming costs and revenues are subject to regulation by local regulatory authorities A regulatory determination may give rise to amendments to interconnect and roaming costs The changes in regulated interconnect costs and roaming costs and revenues may or may not be in line with the change in market selling prices for telephony traffic Margins may therefore be eroded where selling prices fall faster than regulated interconnect costs The Company reviews its interconnect and roaming costs and revenues on a regular basis and adjusts the rate at which these costs are charged or revenues are recognised in the profit and loss account in accordance with the estimated interconnect and roaming costs or revenues for the current period The prices at which these services are charged are often regulated and can be subject to retrospective adjustment Estimates are used in assessing the likely impact of these retrospective adjustments (b)Revenue Revenue represents amounts earned for services rendered, net of value-added tax and discounts Revenue from third generation video mobile multi-media and communication services comprises amounts charged to customers in respect of monthly access charges, airtime usage, messaging and the provision of other mobile telecommunications services, including data services and information provision Access charges and airtime used by contract customers are invoiced and recorded as part of a periodic billing cycle and recognised as revenue over the related access period Unbilled revenue resulting from services already provided from the billing cycle date to the end of each period is accrued, and unearned monthly access charges relating to periods after each accounting period are deferred Revenue from the sale of prepaid credit is deferred until such time as the customer uses the airtime, or the credit expires Revenue from the sales of phone services is recognised over the period of the contract Revenue from data services and information provision is recognised when the Company has performed the related service and, depending on the nature of the service is recognised either at the gross amount billed to the customer, or the amount receivable by the Company as commission for facilitating the service

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2007 1 Significant Accounting Policies (continued) (c) Customer Acquisition Costs The delivery of a handset to customers and third party dealers is not accounted for as a separate sale The net handset cost together with any net commission payment to third party dealers are accounted for as customer acquisition cost ("CAC") Costs to acquire customers that enter into a fixed term contract are recorded in 'Deferred expenditure' and expensed to 'Cost of Sales' over the term of the contract, where the recovery of the acquisition cost is considered probable Where the recovery of the acquisition cost is not considered probable, it is expensed to 'Cost of Sales' immediately Costs to acquire customers that do not enter into a fixed term contract are expensed as incurred and recorded within 'Cost of Sales' (d)Pension Costs The Company contributes to a defined contribution personal pension plan in respect of its employees Pension costs are charged to the profit and loss account in the year to which the contributions relate (e)Share-Based Payment The fair value of equity-settled share-based payments to employees, determined at the date of grant, is expensed on a straight-line basis over the vesting period based on the Company's estimate of shares or options that will eventually vest The fair value is adjusted for changes in non-market based vesting conditions over the vesting period In the case of options granted, fair value is measured using a binomial pricing model (f)Foreign Currency Transactions Transactions denominated in foreign currencies are translated at the rate prevailing at the time of the transaction Monetary assets or liabilities denominated in foreign currencies, which are held at the end of the year, are translated at the year-end rate of exchange Exchange differences on monetary items are taken to the profit and loss account (g)UMTS and Other Licences Licences are stated at cost less accumulated amortisation The cost of Universal Mobile Telecommunication System ("UMTS") and other similar licences comprises upfront payments made for acquiring the licences together with the capitalised present value of fixed periodic payments to be made in subsequent years and acquisition costs capitalised prior to the date when the licence is available for use Licence cost is amortised from the later of the start of the licence or the date when the licence is first available for use, to the end of the licence period on a straight-line basis The licence amortisation is included within Administrative Expenses Software licences and other similar licences are stated at cost and amortised over the respective licence terms These licences range in useful economic life from 3 years to 20 years Regular reviews are conducted on the licences' carrying values and, where impairment is judged to have occurred, a provision is made for diminution in value and charged to the profit and loss account in that period

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2007 1 Significant Accounting Policies (continued) (h) Fixed Assets and Depreciation Tangible fixed assets are stated at cost of acquisition or at construction cost, less accumulated depreciation The cost of fixed assets includes only those costs directly attributable to bringing the asset to working condition for its intended use, including any associated finance costs Assets held under leases or other arrangements, which confer rights and obligations similar to those attaching to owned assets, are capitalised as tangible fixed assets Tangible fixed assets are depreciated to their expected recoverable amounts on a straight-line basis over their estimated useful lives from the time they are brought into use at the following rates Leasehold improvements over the lease term or the useful life if shorter Plant and equipment 20% - 333% per annum Network infrastructure 2 5% -33 3% per annum Included in Network infrastructure are estimated costs to restore the cell sites to their original state on the relocation of the cell site equipment in accordance with the lease agreement Payments on account and assets in the course of construction are not depreciated The useful economic lives of tangible fixed assets are reviewed at the end of each reporting period and the lives are revised if expectations are significantly different from previous estimates In determining the useful economic lives, the expected use of the assets by the Company is taken into consideration, including the upgrade, replacement and repair and maintenance programmes of the Company and the expected economic or technological obsolescence of the assets including the Company's ability to extend and/or renew related operating agreements If the useful economic lives of any tangible fixed assets are revised, the carrying amounts of the tangible fixed assets at the date of revision are then depreciated over the revised remaining useful economic lives In line with the Company's policy to annually review asset lives, the Company has undertaken an exercise to reassess the appropriateness of the useful economic lives of the Company's tangible fixed assets As a consequence, in 2007, the useful lives of certain parts of the Company's network infrastructure assets were assigned a useful economic life of 40 years as compared to 20 years previously The useful economic lives of the tangible fixed assets therefore change to a range of 3 to 40 years In determining the useful economic lives of these parts of the network infrastructure assets, the Company has considered the expected use of the assets having regard to the upgrade and replacement and repair and maintenance programmes of the Company and the expected economic or technological obsolescence of the network infrastructure including the Company's ability to extend and/or renew related operating agreements The financial impact of the change in the useful economic lives of network infrastructure is to decrease the depreciation charge for the year ended 31 December 2007 by ?23 million and to increase the carrying amounts of tangible fixed assets by the same amount Tangible fixed assets are reviewed for impairment if and when an event that might adversely affect their values has occurred Where impairment is judged to have occured a provision is made for diminution in value, and charged to the profit and loss account in that period

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2007 Significant Accounting Policies (continued) (h) Fixed Assets and Depreciation (continued) Compensation from third parties for fixed assets that have been impaired, lost or given up is included in profit or loss when the compensation becomes receivable Where the compensation is in the form of non-monetary assets, it is measured at the fair value of the asset received unless neither the asset given up nor the asset received can be reliably measured If that is the case the asset received is measured instead at the carrying amount of the asset giving up (0 Leased Assets Where the Company has substantially all the risks and rewards of ownership of an asset subject to lease, that lease is treated as a finance lease with the equivalent cost recorded as both a fixed asset and a liability Depreciation is provided in line with the Company's accounting policy for the underlying assets Finance charges, included in interest, are allocated over each lease to produce a constant rate of charge on the outstanding balance All other leases for the use of assets are accounted for as operating leases and the rental costs are charged to the profit and loss account on a straight-line basis over the term of the lease 0) Deferred Taxation Deferred tax is provided in full on all timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered Deferred tax assets and liabilities are not discounted (k) Finance Costs Costs incurred in raising debt finance are deducted from the amount raised and amortised over the period of the debt facility to produce a constant rate of financing charge Finance costs that are directly attributable to the construction of a tangible fixed asset are capitalised as part of the cost of the relevant asset and depreciated over the asset's life The capitalisation rate in any given period is based on the weighted average of the rates incurred on the Company's borrowings outstanding during the period Capitalisation of interest ceases when substantially all the activities necessary to get the tangible fixed asset ready for use are complete Other finance costs are charged to the profit and loss account on an accruals basis (I) Stock Stock comprises handsets and other goods for resale and is valued at the lower of cost and net realisable value

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2007 Significant Accounting Policies (continued) (m)Debtors Debtors are stated at the invoiced amount less provision for bad and doubtful debts Provisions are the required payments Estimates are based on the aging of the debt balances and historical experience (n)Derivative Financial Instruments Derivative financial instruments are utilised by the Company in the management of its foreign currency trading or speculative purposes All derivative financial instruments are accounted for as hedges when they alter the risk profile of an underlying exposure of the Company All derivative financial instruments held for hedging purposes are identified as hedges of the underlying asset or liability from inception (o)Liquid resources Liquid resources include surplus cash which is placed on short-term deposit which is disposable without close to their carrying values or traded in an active market (p)Exceptional items The Company separately identifies and discloses one-off or unusual items (termed "exceptional items") provides meaningful analysis of the trading results of the Company and aids readers' understanding of the impact of such items Therefore, in the discussion of the Company's results of operations, reference is made to measurements before and after exceptional items Exceptional items may not be comparable to similarly titled measures used by other companies (q)Provisions Provisions are recognised when the Company has a present legal or constructive obligation as a result of when a reliable estimate of the amount can be made Provisions are measured at the present value of the expenditures expected to be required to settle the the risks specific to the obligation The increase in the provision due to passage of time is recognised as interest expense The Company recognises a provision for onerous contracts when the expected benefits to be derived

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Hutchison 3G UK Limited Notes to the financial statements for the year ended 31 December 2007 2 Cash Flow Statement The Company has taken advantage of the provisions under FRS1 (revised 1996) from producing a cash flow statement as it is a wholly-owned subsidiary of Hutchison 3G UK Holdings Limited, which prepares a

Director’s Report 12

Directors' Report The Directors present their report and the audited financial statements of the Company for the year ended 2006-12-31 00:00:00 . Business Review Hutchison 3G UK Limited is a wholly owned subsidiary of Hutchison Whampoa Limited, a company listed on The Stock Exchange

Directors Report 12

Directors' Report The Directors present their report and the audited financial statements of the Company for the year ended 2006-12-31 00:00:00 . Business Review Hutchison 3G UK Limited is a wholly owned subsidiary of Hutchison Whampoa Limited, a company listed on The Stock Exchange of Hong Kong Limited and incorporated in Hong Kong The Company is required to set out in this report a fair review of the business of the Company during the financial year ended 31 December 2006 and of the position of the Company at the end of that financial year and a description of the principal risks and uncertainties facing the Company (known as a 'Business Review') The information that fulfils the requirement of the Business Review is set out below (a)Review of operations The Company, which trades under the name "3", is engaged in the provision of mobile communications, entertainment and information services in the UK During the year, the Company continued to rollout its 3G network in the UK Coverage reached 90% of the population with over 99% coverage via national roaming agreements with Orange and 02 In October 2006, the Company entered into an agreement for the acquisition of over 90 prime-location stores from the Link and 02, as part of a strategy to build a nationwide retail presence designed to give the Company greater control over the entire customer experience (b)Review of the financial performance of the business and key performance indicators The key financial performance indicators used for internal performance analysis are revenue and EBITDA These are detailed in the table below

Revenue EBITDA* Year Ended 31 2006 2005 E'm E'm 1,340 1,039 (254) (611) *EBITDA is loss before net finance costs, tax, depreciation, amortisation and exceptional items 2005 restated as set out in note 1(b) to the financial statements The registered customer base of 3 UK has grown steadily by 12% from 31 December 2005 to 38 million at 31 December 2006 The moderate growth in the overall combined customer base is attributable to the strategy of focusing more on the higher-value contract customers, which grew by 21% during the year, and limited activity in the prepaid customer market The benefit of this strategy can be seen in the improved revenue which grew 29% during the year EBITDA decreased from ?611 million in the year ended 31 December 2005 to ?254 million in the year ended 31 December 2006, a decrease of 58% This reflects the growth in customer revenues and improvement in margin

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Hutchison 3G UK Limited Directors' Report (continued) The results of the Company for the year ended 31 December 2006 are a loss of ?464 million (2005 ?1,373 million) The decline in the loss year on year was due to the improved operating results of the Company together with a profit of ?55 million from the sale of 8 data centres during the year, which has been reflected as an exceptional item, and the waiver of interest on the Company's loan facilities which was effective from 1 January 2006 (c)Principal Risks and Uncertainties _ The Management of the business and the execution of the Company's strategy are subject to a number of risks The key risks and uncertainties affecting the company are considered to relate to competition from other mobile service providers, customer take-up and churn, technological advances and regulation The Company's key risks and the activities in place to manage them are monitored on a regular basis (d)Outlook The rollout of High-Speed Downlink Packet Access ("HSDPA") across the UK is being phased to provide coverage in major cities in the latter half of 2007 HSDPA will give customers a greater quality and range of communication, entertainment and information services The Company will continue to expand its retail base nationwide with the acquisition of further retail stores Post balance sheet events Post balance sheet events are set out in note 29 to the financial statements Directors and their Interests The Directors who held office dunng the year are as follows Canning Fok Victor Li Susan Chow Lord Derwent LVO Robert Fuller Dominic Lai Edith Shih Frank Sixt Cohn Tucker Chnstian Sa!being Kevin Russell

Resigned 1 January 2007 Appointed 7 February 2007 The interests of Directors in shares or debentures of the Company or any body corporate of the same group as at 31 December 2006 and, if applicable, as at the beginning of the year ended 31 December 2906 (or, if not then a Director, when he or she became one) as required to be recorded in the register maintained under section 325 of the Companies Act 1985 were as follows (a) Interests in the Company None of the Directors had, as at 31 December 2006, any interests in shares or debentures of the Company

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Page 3

Hutchison 3G UK Limited Directors' Report (continued) Directors and their interests (continued) (b) Interests in other bodies corporate of the Hutchison Whampoa Group Mr Canning Fok had, (i) as at 1 January 2006 and 31 December 2006, a corporate interest in 4,310,875 ordinary shares in Hutchison Whampoa Limited ("HWL"), the Company's ultimate parent undertaking, (n) as at 1 January 2006 and 31 December 2006, a corporate interest in 5,000,000 ordinary shares in Hutchison Harbour Ring Limited, (vi) as at 1 January 2006 and 31 December 2006, an interest in 4,100,000 ordinary shares and a corporate interest in 1,000,000 ordinary shares in Hutchison Telecommunications (Australia) Limited ("HTAL"), (iv) as at 1 January 2006 and 31 December 2006, an interest in 134,000 55% unsecured convertible notes due 2007 issued by HTAL ("HTAL Notes") and a corporate interest in 1,340,001 HTAL Notes, (v) as at 1 January 2006, a corporate interest in a nominal amount of US$6,500,000 in the 625% notes due 2014 issued by Hutchison Whampoa International (03/33) Limited ("NW! (03/33)") and as at 31 December 2006, a corporate interest in a nominal amount of US$2,500,000 in the 6 25% notes due 2014 issued by HWI (03/33), (vi) as at 31 December 2006, a corporate interest in a nominal amount of US$2,000,000 in the 745% notes due 2033 issued by HWI (03/33), (vii) as at 31 December 2006, a corporate interest in a nominal amount of USD2,500,000 in the 545% notes due 2010 issued by HWI (03/33), (viii) as at 1 January 2006, a corporate interest in a nominal amount of EUR12,600,000 in the 4 125% notes due 2015 issued by Hutchison Whampoa Finance (05) Limited ("HWF (05") and as at 31 December 2006, a corporate interest in a nominal amount of EUR4,600,000 in the 4 125% notes due 2015 issued by HWF (05), and (ix) as at 31 December 2006, a corporate interest in a nominal amount of US$2,500,000 in the 6 5% notes due 2013 issued by Hutchison Whampoa International (03/13) Limited ("HWI (03/13)") Mr Victor Li had, (i) (a) as at 1 January 2006 and 31 December 2006, an interest in 11,496,000 ordinary shares in HWL (see note (a)), and (b) as at 1 January 2006 and 31 December 2006, an interest in 1,086,770 ordinary shares in HWL (see note (b)), (n) as at 1 January 2006 and 31 December 2006, an interest in 5,428,000 ordinary shares in Cheung Kong Infrastructure Holdings Limited ("CKI") (see note (c)), (vi) as at 1 January 2006 and as at 31 December 2006, a corporate interest in a nominal amount of US$12,000,000 in the 7% notes due 2011 issued by Hutchison Whampoa International (01/11) Limited, (iv) as at 1 January 2006 and 31 December 2006, a corporate interest in a nominal amount of US$21,000,000 in the 65% notes due 2013 issued by HWI (03/13), and (v) as at 31 December 2006, a corporate interest in (a) a nominal amount of US$8,000,000 in the 625% notes due 2014 and (b) a nominal amount of US$15,000,000 in the 745% notes due 2033 both issued by HWI (03/33) Notes (a)These shares are held by Li Ka-Shing Castle Trustee Company Limited ("TUT3") as trustee of The Li Ka-Shing Castle Trust ("UT3") The discretionary beneficianes of each of the two discretionary trusts ('DT3" and "DT4") are, inter alia, Mr Victor Li, his wife and children Each of the trustees of DT3 and DT4 holds units in UT3 but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust The entire issued share capital of TUT3 and the trustees of DT3 and DT4 are owned by Li Ka- Shing Castle Holdings Limited ("Castle Holdco") Mr Victor Li is interested in one-third of the entire issued share capital of Castle Holdco TUT3 is only interested in the shares of HWL by reason only of its obligation and power to hold interests in those shares in its ordinary course of business as trustee and, when performing its functions as trustee, exercises its power to hold interests in the shares of HWL independently without any reference to Castle Holdco or Mr Victor Li as a holder of the shares of Castle Holdco as aforesaid As Mr Victor Li is a discretionary beneficiary of each of DT3 and DT4, and by virtue of the above, Mr Victor Li is taken to have a duty of disclosure in relation to the said shares of HWL held by TUT3 as trustee of UT3 (b)These shares are held by certain companies in which Mr Victor Li is interested in the entire issued share capital

Page 4 Hutchison 3G UK Limited Directors' Report (continued) (b)Interests in other bodies corporate of the Hutchison Whampoa Group (continued) (c)These shares are held by Li Ka-Shing Unity Trustee Company Limited ("TUT1") as trustee of The Li Ka-Shing Unity Trust ("UT1") The entire issued share capital of TUT1 and of the trustees of The Li Ka-Shing Unity Discretionary Trust ("DTI") and another discretionary trust ("DT2") are owned by Li Ka-Shing Unity Holdings Limited ("Unity Holdco") Mr Victor Li is interested in one-third of the entire issued share capital of Unity Holdco Each of Li Ka-Shing Unity Trustee Corporation Limited as trustee of DT1 and Li Ka-Shing Unity Trustcorp Limited as trustee of DT2 holds units in UT1 but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust The discretionary beneficiaries of each of DT1 and DT2 are, inter alia, Mr Victor Li, his wife and children By virtue of the above, Mr Victor Li is taken to have a duty of disclosure in relation to the said shares of CKI held by TUT1 as trustee of UT1 Mrs Susan Chow had, as at 1 January 2006 and 31 December 2006, an interest in 150,000 ordinary shares in HWL Lord Derwent LVO had, as at 1 January 2006 and 31 December 2006, an interest in 15,500 ordinary shares in HWL Mr Robert Fuller had, as at 1 January 2006 and 31 December 2006 an option over 1,004,470 shares in 3 Italia S p A Mr Dominic Lai had, as at 1 January 2006 and 31 December 2006, an interest in 50,000 ordinary shares in HWL Ms Edith Shih had, (i) as at 1 January 2006 and 31 December 2006, an interest in 27,200 ordinary shares and a family interest in 7,400 ordinary shares in HWL, (n) as at 1 January 2006 and 31 December 2006, an interest in a nominal amount of US$500,000 and a family interest in a nominal amount of US$100,000 both in the 65% notes due 2013 issued by HWI (03/13), and (vi) as at 1 January 2006 and 31 December 2006, an interest in a nominal amount of US$300,000 and a family interest in a nominal amount of US$100,000 both in the 625% notes due 2014 issued by HWI (03/33) Mr Frank Sixt had, (i) as at 1 January 2006 and 31 December 2006, an interest in 50,000 ordinary shares in HWL, and (u) as at 1 January 2006 and 31 December 2006, an interest in 1,000,000 ordinary shares in HTAL Dr Cohn Tucker had, as at 1 January 2006 and 31 December 2006, an option over 9,122,500 shares in Hutchison 3G UK Holdings Limited Subject to compliance with applicable legal and regulatory requirements of Hutchison 3G UK Holdings Limited and any of its parent companies, options issued under the scheme will vest and be exercisable partly on the initial public offering of shares in Hutchison 3G UK Holdings Limited and partly at predetermined dates thereafter The expiry date for these options is 2011-04-20 00:00:00 Save as disclosed above, as at 31 December 2006, no Director had, according to the register, any interests in shares in or debentures of the Company or any body corporate in the same group, or had any nght to subscribe for such shares or debentures Employees Consultation with employees or their representatives is maintained, with the aims of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and ensuring that all employees are aware of the financial and economic performance of their business units and the Company as a whole Communication with all employees continues through the Intranet newsletters, workshops and briefing groups -

Page 5 Hutchison 3G UK Limited Directors' Report (continued) Employees (continued) Applications for employment by disabled persons are always fully considered, beanng in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development, and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability Charitable Donations The Company made charitable donations of ?900 during the year (2005 ?107,150) Auditors and disclosure of information to auditors So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware The Directors have taken all the steps that ought to be taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting Statement of Directors' responsibilities Company Law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and of the prOfit or loss of the Company for that period The Directors are required to prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business The Directors confirm that suitable accounting policies have been used and applied consistently except for changes as detailed in note 1(b) to the financial statements They also confirm that reasonable and prudent judgements and estimates have been made in prepanng the financial statements for the year ended 31 December 2006 and that applicable accounting standards have been followed The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985 They are also responsible for safeguarding the assets of the Corn any and hence for taking reasonable steps for the prevention and detection of fraud and other i aular ies

Robe Direc ?r Dat 22 March 2007 Page 6 Hutchison 3G UK Limited Independent auditors' report to the members of Hutchison 3G UK Limited We have audited the financial statements of Hutchison 3G UK Limited for the year ended 31 December 2006 which comprises the Profit and Loss Account, the Balance Sheet, the Statement of Total Recognised Gains and Losses and the related notes These financial statements have been prepared under the accounting policies set out therein Respective responsibilities of directors and auditors The Directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements In addition, we also report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements Our responsibilities do not extend to any other information Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements Opinion In our opinion ?the financial statements give a true and fair view, in accordance with United Kingdom Generally its loss for the year then ended, ?the financial statements have been properly prepared in accordance with the Companies Act ?the information given in the Directors' Report is consistent with the financial statements - PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors London Date 22 March 2007 - Page 7

LL-c7 .. Hutchison 3G UK Limited Profit and Loss Account for the Year Ended 31 December 2006 Sheet1 * Details of the restatement are set out in note 1(b) to the financial statements The results relate to activities which are continuing There is no difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents The notes on pages 11 to 25 form an integral part of the financial statements

Directors Report 13

Directors' Report The Directors present their report and the audited financial statements for the year ended 31 December 2005.

Principal activities and review of the business, and future developments Hutchison 3G UK Limited's (the "Company") principal activity is the provision of third generation video mobile multi-media and communication services. The Company continued to roll out its network and at the year end, over 6,685 cell sites were in operation with a footprint coverage of over 86.8% of the population and over 99% coverage via a 2G national roaming agreement with 02. During 2006, the Company signed a 2G national roaming agreement with Orange Personal Communications Services Limited, which will replace the existing agreement with 02 from 1 January 2007. In addition, the Company launched its 'Wepay' offering in the UK to prepay customers, rewarding them with free airtime for their usage. On 12 December 2005, the Company entered into a managed service agreement with Ericsson Limited ("Ericsson"). Under the agreement, the Company retains ownership of the network and IT assets and their strategic development. Ericsson is responsible for the management of the Company's network and IT infrastructure.

The Company has continued to launch various new price plans and content offerings. Post balance sheet events Post balance sheet events are set out in note 28 to the financial statements.

Research and development The Company continues an active research and development programme for the enhancement of third generation video mobile multi-media and communication services.

Results and dividends The Company's loss for the year amounted to ?1,370,058,000 (2004: ?1,473,634,000). The Directors do not recommend the payment of a dividend (2004: Eni1).

The interests of Directors in shares or debentures of the Company or any body corporate of the same group as at 31 December 2005 and, if applicable, as at the beginning of the year ended 31 December 2005 (or, if not then a Director, when he or she became one) as required to be recorded in the register maintained under section 325 of the Companies Act 1985 were as follows: (a)Interests in the Company None of the Directors had, as at 31 December 2005, any interests in shares or debentures of the Company. (b)Interests in other bodies corporate of the Hutchison Whampoa Group (b) Mr. Canning Fok had (i) as at 1 January 2005, a corporate interest in 2,510,875 ordinary shares in Hutchison Whampoa Limited ("HWL"), the company's ultimate parent company and as at 31 December 2005, a corporate interest in 4,310,875 ordinary shares in HWL, and as at 1 January 2005, a corporate interest in a nominal amount of USD5,000,000 notes due 2005 of HWL and ceased to have such interest as at 31 December 2005, (0) as at 1 January 2005 and 31 December 2005, a corporate interest in 5,000,000 ordinary shares in Hutchison Harbour Ring Limited, (iii) as at 1 January 2005, an interest in 100,000 ordinary shares and a corporate interest in 1,000,000 ordinary shares in Hutchison Telecommunications (Australia) Limited ("HTAL") and as at 31 December 2005, an interest in 4,100,000 ordinary shares and a corporate interest in 1,000,000 ordinary shares in HTAL, (iv) as at 1 January 2005 and 31 December 2005, an interest in 134,000 5.5% unsecured convertible notes due 2007 issued by HTAL ("HTAL Notes") and a corporate interest in 1,340,001 HTAL Notes, (v) as at 1 January 2005, a corporate interest in 10,000,000 ordinary shares in Hutchison Global Communications Holdings Limited ("HGCHL") and ceased to have such interest as at 31 December 2005, (vi) as at 1 January 2005, a corporate interest in 250,000 ordinary shares in Hutchison Telecommunications International Limited ("HTIL") and ceased to have a disclosable interest in HTIL as at 31 December 2005 due to HTIL no longer being a subsidiary of the parent company of the Company as at that date, (vii) as at 1 January 2005, a corporate interest in a nominal amount of EUR20,900,000 in the 5.875% notes due 2013 issued by Hutchison Whampoa Finance (03/13) Limited and ceased to have such interest as at 31 December 2005, (viii) as at 1 January 2005 and 31 December 2005, a corporate interest in a nominal amount of US$6,500,000 in the 6.25% notes due 2014 issued by Hutchison Whampoa International (03/33) Limited ("HWI (03/33)"), (ix) as at 31 December 2005, a corporate interest in a nominal amount of EUR12,600,000 in the 4.125% notes due 2015 issued by Hutchison Whampoa Finance (05) Limited.

Page 3

Hutchison 3G UK Limited Directors' Report (continued) (b) Interests in other bodies corporate of the Hutchison Whampoa Group (continued) Mr. Victor Li had, (i) (a) as at 1 January 2005 and 31 December 2005, an interest in 11,496,000 ordinary shares in HWL (see note (a), and (b)) as at 1 January 2005 and 31 December 2005, a corporate interest in 1,086,770 ordinary shares in HWL (see note b), (ii) as at 1 January 2005 and 31 December 2005, and an interest in 5,428,000 ordinary shares in Cheung Kong Infrastructure Holdings Limited (see note (c)), (iii) as at 1 January 2005, a corporate interest in 26,300,000 ordinary shares in HGCHL and ceased to have such interest as at 31 December 2005, (iv) as at 1 January 2005, a corporate interest in 14,489 ordinary shares in HTIL and ceased to have a disclosable interest in HTIL as at 31 December 2005, (v) as at 1 January 2005, an interest in 153,280 ordinary shares in HTIL (see note (d)) and ceased to have a disclosable interest in HTIL as at 31 December 2005, (vi) as at 1 January 2005, a corporate interest in a nominal amount of US$2,000,000 and as at 31 December 2005, a corporate interest in a nominal amount of US$12,000,000 in the 7% notes due 2011 issued by Hutchison Whampoa International (01/11) Limited, and (vii) as at 1 January 2005, a corporate interest in a nominal amount of US$11,000,000 and as at 31 December 2005, a corporate interest in a nominal amount of US$21,000,000 in the 6.5% notes due 2013 issued by Hutchison Whampoa International (03/13) Limited ("HWI (03/13)"). Notes: (a)These shares are held by Li Ka-Shing Castle Trustee Company Limited ("TUT3") as trustee of The Li Ka-Shing Castle Trust ("UT3"). The discretionary beneficiaries of each of the two discretionary trusts ("DT3" and "0T4") are, inter alia, Mr. Victor Li, his wife and children. Each of the trustees of DT3 and DT4 holds units in UT3 but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust. The entire issued share capital of TUT3 and the trustees of DT3 and DT4 are owned by Li Ka- Shing Castle Holdings Limited ("Castle Holdco"). Mr. Victor Li is interested in one-third of the entire issued share capital of Castle Holdco. TUT3 is only interested in the shares of HWL by reason only of its obligation and power to hold interests in those shares in its ordinary course of business as trustee and, when performing its functions as trustee, exercises its power to hold interests in the shares of HWL independently without any reference to Castle Holdco or Mr. Victor Li as a holder of the shares of Castle Holdco as aforesaid. As Mr. Victor Li is a discretionary beneficiary of each of DT3 and DT4, and by virtue of the above, Mr. Victor Li is taken to have a duty of disclosure in relation to the said shares of HWL held by TUT3 as trustee of UT3. (b)These shares are held by certain companies in which Mr. Victor Li is interested in the entire issued share capital. (c)These shares are held by Li Ka-Shing Unity Trustee Company Limited ("TUT1") as trustee of The Li Ka-Shing Unity Trust ("UT1"). The entire issued share capital of TUT1 and of the trustees of The Li Ka-Shing Unity Discretionary Trust ("DTI") and another discretionary trust ("DT2") are owned by Li Ka-Shing Unity Holdings Limited ("Unity Holdco"). Mr. Victor Li is interested in one-third of the entire issued share capital of Unity Holdco. Each of Li Ka-Shing Unity Trustee Corporation Limited as trustee of DT1 and Li Ka-Shing Unity Trustcorp Limited as trustee of DT2 holds units in UT1 but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust. The discretionary beneficiaries of each of DT1 and DT2 are, inter alia, Mr. Victor Li, his wife and children. By virtue of the above, Mr. Victor Li is taken to have a duty of disclosure in relation to the said shares of Cheung Kong Infrastructure Holdings Limited held by TUT1 as trustee of UT1.

Page 4 Hutchison 3G UK Limited Directors' Report (continued)

(b) Interests in other bodies corporate of the Hutchison Whampoa Group (continued) (d) These shares are held by TUT3 as trustee of UT3. In the same manner as described in note (a) above, Mr. Victor Li is taken to have a duty of disclosure in relation to the said shares of HTIL held by TUT3 as trustee of UT3. Mrs. Susan Chow had, (i) as at 1 January 2005 and 31 December 2005, an interest in 150,000 ordinary shares in HWL, and 00 as at 1 January 2005, an interest in 250,000 ordinary shares in HTIL and ceased to have a disclosable interest in HTIL as at 31 December 2005. Mr. Robert Fuller had, as at 1 January 2005 an option over 1,490,313 shares and as at 31 December 2005 an option over 1,004,470 shares in 3 Italia S.p.A.. Mr. Dominic Lai had, as at 1 January 2005 and 31 December 2005, an interest in 50,000 ordinary shares in HWL. Mr. Vincenzo Novari had, as at 1 January 2005 an option over 1,490,313 shares and as at 31 October 2005 (date of resignation) an option over 2,892,695 shares in 3 Italia S.p.A.. Ms. Edith Shih had (i) as at 1 January 2005 and 31 December 2005, an interest in 27,200 ordinary shares in and a family interest in 7,400 ordinary shares in HWL, (ii) as at 1 January 2005 and 31 December 2005, an interest in a nominal amount of US$500,000 and a family interest in a nominal amount of US$100,000 both in the 6.5% notes due 2013 issued by HWI (03/13), and (iii) as at 1 January 2005 and 31 December 2005, an interest in a nominal amount of US$300,000 and a family interest in a nominal amount of US$100,000 both in the 6.25% notes due 2014 issued by HWI (03/33). Mr. Frank Sixt had, (i) as at 1 January 2005 and 31 December 2005, an interest in 50,000 ordinary shares in HWL, (ii) as at 1 January 2005, an interest in 17,000 American Depositary Shares (representing 255,000 ordinary shares) in HTIL and ceased to have a disclosable interest in HTIL as at 31 December 2005, and (iii) as at 31 December 2005, an interest in 1,000,000 ordinary shares in HTAL. Dr. Colin Tucker had, as at 1 January 2005 and 31 December 2005, an option over 9,122,500 shares in Hutchison 3G UK Holdings Limited. Subject to compliance with applicable legal and regulatory requirements of Hutchison 3G UK Holdings Limited and any of its parent companies, options issued under the scheme will vest and be exercisable partly on the initial public offering of shares in Hutchison 3G UK Holdings Limited and partly at predetermined dates thereafter. The expiry date for these options is 20 April 2011. Save as disclosed above, as at 31 December 2005, no Director had, according to the register, any interests in shares in or debentures of the Company or any body corporate in the same group, or had any right to subscribe for such shares or debentures.

Page 5 Hutchison 3G UK Limited Directors' Report (continued) Financial Risk Management The Company's major financial instruments, other than derivatives, include borrowings and cash that arise directly from its operations. The Company's borrowings are raised centrally by HWL Group finance companies which are then on-lent to the Company. The Company also uses derivatives, principally foreign currency swaps and forward currency contracts as appropriate for risk management purposes only, for hedging transactions and managing the Company's assets and liabilities. It is not the Company's policy to enter into derivative transactions for speculative purposes. The Company's treasury function sets financial risk management policies in accordance with HWL Group policies and procedures as approved by its Directors. The Company's treasury policies are designed to mitigate the impact of fluctuations in interest rates and exchange rates and to minimise the Company's financial risk. (a)Price risk and currency risk The Company is primarily exposed to price risk on the purchase of handsets which are in US dollars. Exposure to movements in exchange rates on individual transactions directly relating to the underlying business is minimised using forward foreign exchange contracts and currency swaps where active markets for the relevant currencies exist. (b)Credit risk Financial instruments which potentially subject the Group to concentration of credit risk consist principally of cash. Management believes the concentration of credit risk associated with the Group's cash is mitigated by the fact that these amounts are placed in what management believes to be high quality financial institutions. The Group has not experienced any losses to date on its deposited cash. The Company is exposed to its customers defaulting on their payments of their debts. The Company mitigates this risk by performing credit assessments on all of its postpay customers prior to sales. (c)Liquidity risk The Company has obtained financing from its ultimate parent undertaking, HWL in order to meet its funding requirements. This funding is raised centrally by HWL Group finance companies, which mitigates the risk to the Company. (d)Interest rate cash flow risk The Company had interest-bearing liabilities linked with the financing from subsidiaries of the HWL Group, which is dependent upon LIBOR (details of this financing can be found in note 17). The interest was accounted for through the profit and loss account. With effect from 1 January 2006 it was agreed by the respective lenders that no interest would be payable under these liabilities.

Page 6 Hutchison 3G UK Limited Directors' Report (continued) Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and that all employees are aware of the financial and economic performance of their business units and the Company as a whole. Communication with all employees continues through the intranet newsletters, workshops and briefing groups. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. Charitable Donations The Company made charitable donations of ?107,150 during the year (2004: Erin). Auditors The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting. Statement of Directors' responsibilities Company law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. The Directors are required to prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that suitable accounting policies have been used and applied consistently except for changes as detailed in note 1(b). They also confirm that reasonable and prudent judgements and estimates have been made in preparing the financial statements for the year ended 31 December 2005 and that applicable accounting standards have been followed. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

r of the Board

?ben Ful r Director Date: 79

/10/06 Page 7 Hutchison 3G UK Limited Independent auditors' report to the members of Hutchison 36 UK Limited We have audited the financial statements of Hutchison 3G UK Limited for the year ended 31 December 2005, which comprise the Profit and Loss Account, the Balance Sheet and the related notes. These financial statements have been prepared under the accounting policies set out therein. Respective responsibilities of directors and auditors As described in the Statement of Directors' Responsibilities the Company's directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed. We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion In our opinion the financial statements: give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 December 2005 and of its loss for the year then ended; and have b,evn properly prepared in accordance with the Companies Act 1985. CokieLLI4-4- ere CL, PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors London 27 0 tielv "cto 6

Page 8

Hutchison 3G UK Limited

Profit and Loss Account for the Year Ended 31 December 2005 Sheet1 There is no difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents. The Company has no recognised gains and losses other than those included in the losses above, and therefore no separate statement of recognised gains and losses has been prepared. The notes on pages 11 to 25 form an integral part of these financial statements.

Page 9 Hutchison 3G UK Limited

Director’s Report 14

Directors' Report The Directors present their report and the audited financial statements for the year ended 31 December 2004.

Principal activities and review of the business, and future developments Hutchison 3G UK Limited's (the "Company") principal activity is the provision of

Directors Report 14

Directors' Report The Directors present their report and the audited financial statements for the year ended 31 December 2004.

Principal activities and review of the business, and future developments Hutchison 3G UK Limited's (the "Company") principal activity is the provision of third generation video mobile multi-media and communication services. The Company continued to roll out its network and at the year end, over 5,900 cell sites were in operation with a footprint coverage of over 80% of the population and over 99% coverage via a 2G national roaming agreement with 02. In early 2004, the Company announced the launch of 'Threepay', its first 'Pay-As-You-Go' offer to customers who prefer to pre-pay for their mobile service. The availability of next generation handsets improved significantly and the Company's suppliers commenced delivery of new handset models in commercial quantities. During 2005 and 2006 the Company continued to launch various new price plans and content offerings. Post balance sheet events Post balance sheet events are set out in note 27 to the financial statements.

Page 2 Hutchison 3G UK Limited Directors' Report (continued) Research and development The Company continues an active research and development programme for the enhancement of third generation video mobile multi-media and communication services. Results and dividends The Company's loss for the year amounted to ?1,473,634,000 (2003 restated ?913,317,000). The Directors do not recommend the payment of a dividend (2003: nil). Directors and their interests The Directors who held office during the year and changes to Directors since year end are as follows: Canning Fok Victor Li Susan Chow Lord Derwent LVO Robert Fuller Dominic Lai Vincenzo Novari Edith Shih Frank Sixt Colin Tucker

Resigned 15/05/2003 and re-appointed 20/08/2004

Appointed 20/08/2004

The interests of Directors in shares in or debentures of the Company or any body corporate of the same group as at 31 December 2004 and, if applicable, as at the beginning of the year ended 31 December 2004 (or, if not then a Director, when he or she became one) as required to be recorded in the register maintained under section 325 of the Companies Act 1985 were as follows: (a)Interests in the Company None of the Directors had, as at 31 December 2004, any interests in shares in or debentures of the Company. (b)Interests in other bodies corporate of the Hutchison Whampoa Group Mr. Canning Fok had (i) as at 1 January 2004, a corporate interest in 2,110,875 shares in Hutchison VVhampoa Limited ("HWL") and as at 31 December 2004, corporate interests in 2,510,875 shares in HWL, and USD5,000,000 loan notes due 2005 in HWL, (ii) as at 1 January 2004 and 31 December 2004, a corporate interest in 5,000,000 shares in Hutchison Harbour Ring Limited, (iii) as at 1 January 2004 and 31 December 2004, an interest in 100,000 shares in and a corporate interest in 1,000,000 shares in Hutchison Telecommunications (Australia) Limited ("HTAL"), (iv) as at 1 January 2004 and 31 December 2004, an interest in 134,000 5.5% unsecured convertible notes due 2007 and a corporate interest in 1,340,001 5.5% unsecured convertible notes due 2007 both issued by HTAL, (v) as at 31 December 2004, a corporate interest in 10,000,000 shares in Hutchison Global Communications Holdings Limited, (vi) as at 31 December 2004, a corporate interest in 250,000 shares in Hutchison Telecommunications International Limited ("HTIL"), (vii) as at 1 January 2004, a corporate interest in a nominal amount of EUR31,900,000 in the 5.875% notes due 2013 issued by Hutchison VVhampoa Finance (03/13) Limited ("HWF (03/13)") and, as at 31 December 2004 a corporate interest

Page 3

Hutchison 3G UK Limited Directors' Report (continued) (b) Interests in other bodies corporate of the Hutchison Whampoa Group (continued) in a nominal amount of EUR20,900,000 in the 5.875% notes due 2013 issued by HWF (03/13), (viii) as at 31 December 2004, a corporate interest in a nominal amount of USD6,500,000 in the 6.25% notes due 2014 issued by Hutchison 1Nhampoa International (03/33) Limited ("HWI (03/33"). Mr. Victor Li had, (i) (a) as at 1 January 2004 and 31 December 2004, an interest in 11,496,000 shares in HWL (see note a), and (b) as at 1 January 2004 and 31 December 2004, a corporate interest in 1,086,770 shares in HWL (see note b), (fi) as at 1 January 2004 and 31 December 2004, an interest in 5,428,000 shares in Cheung Kong Infrastructure Holdings Limited (see note c), (iii) as at 31 December 2004, a corporate interest in 26,300,000 shares in Hutchison Global Communications Holdings Limited, (iv) as at 31 December 2004, a corporate interest in 14,489 shares in HTIL, (v) as at 31 December 2004, an interest in 153,280 shares in HTIL (see note d), (vi) as at 1 January 2004 and 31 December 2004, a corporate interest in a nominal amount of US$2,000,000 in the 7% notes due 2011 issued by Hutchison VVhampoa International (01/11) Limited, and (vii) as at 1 January 2004 and 31 December 2004, a corporate interest in a nominal amount of US$11,000,000 in the 6.5% notes due 2013 issued by Hutchison VVhampoa International (03/13) Limited ("HVVI(03/13)"). Notes: (a)These shares are held by Li Ka-Shing Castle Trustee Company Limited ("TUT3") as trustee of The Li Ka-Shing Castle Trust ("UT3"). The discretionary beneficiaries of each of the two discretionary trusts ("DT3" and "DT4") are, inter elle, Mr. Victor Li, his wife and children. Each of the trustees of DT3 and DT4 holds units in UT3 but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust. The entire issued share capital of TUT3 and the trustees of DT3 and DT4 are owned by Li Ka-Shing Castle Holdings Limited ("Castle Holdco"). Mr. Victor Li is interested in one-third of the entire issued share capital of Castle Holdco. TUT3 is only interested in the shares of HWL by reason only of its obligation and power to hold interests in those shares in its ordinary course of business as trustee and, when performing its functions as trustee, exercises its power to hold interests in the shares of HWL independently without any reference to Castle Holdco or Mr. Victor Li as a holder of the shares of Castle Holdco as aforesaid. As Mr. Victor Li is a discretionary beneficiary of each of DT3 and DT4, and by virtue of the above, Mr. Victor Li is taken to have a duty of disclosure in relation to the said shares of HWL held by TUT3 as trustee of UT3. (b)These shares are held by certain companies in which Mr. Victor Li is interested in the entire issued share capital. (c)These shares are held by Li Ka-Shing Unity Trustee Company Limited ("TUT1") as trustee of The Li Ka-Shing Unity Trust ("UT1"). The entire issued share capital of TUT1 and of the trustees of The Li Ka-Shing Unity Discretionary Trust ("DT1") and another discretionary trust ("DT2") are owned by Li Ka-Shing Unity Holdings Limited ("Unity Holdco"). Mr. Victor Li is interested in one- third of the entire issued share capital of Unity Holdco. Each of Li Ka-Shing Unity Trustee Corporation Limited as trustee of DT1 and Li Ka-Shing Unity Trustcorp Limited as trustee of 0T2 holds units in UT1 but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust. The discretionary beneficiaries of each of DTI and DT2 are, inter alia, Mr. Victor Li, his wife and children. By virtue of the above, Mr. Victor Li is taken to have a duty of disclosure in relation to the said shares of Cheung Kong Infrastructure Holdings Limited held by TUT1 as trustee of UT1.

Page 4 Hutchison 3G UK Limited Directors' Report (continued) (b) Interests in other bodies corporate of the Hutchison Whampoa Group (continued) (d) These shares are held by TUT3 as trustee of UT3. In the same manner as described in Note (a) above, Mr. Victor Li is taken to have a duty of disclosure in relation to the said shares of HTIL held by TUT3 as trustee of UT3. Mrs. Susan Chow had, (i) as at 20 August 2004 (date of appointment) and 31 December 2004, an interest in 150,000 ordinary shares in HWL, (ii) as at 20 August 2004 (date of appointment) and 31 December 2004, an interest in 250,000 ordinary shares in HTIL. Mr. Robert Fuller had, as at 1 January 2004 and 31 December 2004, an option over 1,490,313 shares in Hutchison 33 Italia S.p.A. This company changed its name to 3 Italia S.p.A. on 13 September 2005. Mr Dominic Lai had, as at 20 August 2004 (date of appointment) and 31 December 2004, an interest in 50,000 ordinary shares in HWL. Mr. Vincenzo Novari had, as at 1 January 2004 and 31 December 2004, an option over 1,490,313 shares in Hutchison 33 Italia S.p.A. This company changed its name to 3 Italia S.p.A. on 13 September 2005. Ms. Edith Shih had (i) as at 1 January 2004 and 31 December 2004, an interest in 27,200 shares in and a family interest in 7,400 shares in HWL, (ii) as at 1 January 2004 and 31 December 2004, an interest in a nominal amount of US$500,000 and a family interest in a nominal amount of US$100,000 both in the 6.5% notes due 2013 issued by HWI (03/13), and (Hi) as at 1 January 2004 and 31 December 2004, an interest in a nominal amount of US$300,000 and a family interest in a nominal amount of US$100,000 both in the 6.25% notes due 2014 issued by HVVI (03/33). Mr. Frank Sixt had, (i) as at 1 January 2004 and 31 December 2004, an interest in 50,000 ordinary shares in HWL, (if) as at 31 December 2004 an interest in 17,000 American Depositary Shares (representing 255,000 ordinary shares) in HTIL. Dr. Colin Tucker had, as at 1 January 2004 and 31 December 2004, an option over 9,122,500 shares in Hutchison 33 UK Holdings Limited. Subject to compliance with applicable legal and regulatory requirements of Hutchison 33 UK Holdings Limited and any of its parent companies, options issued under the scheme will vest and be exercisable partly on the initial public offering of shares in Hutchison 33 UK Holdings Limited and partly at predetermined dates thereafter. The expiry date for these options is 20 April 2011. Save as disclosed above, as at 31 December 2004, no Director had, according to the register, any interests in shares in or debentures of the Company or any body corporate in the same group, or any right to subscribe for such shares or debentures. Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests and that all employees are aware of the financial and economic performance of their business units and the company as a whole. Communication with all employees continues through the intranet newsletters, workshops and briefing groups.

Page 5

Hutchison 3G UK Limited Directors' Report (continued) Employees (continued) Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. Auditors The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting. Statement of Directors' responsibilities Company law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. The Directors are required to prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that suitable accounting policies have been used and applied consistently with the exception of the changes in accounting policies explained on page 11 under Note 1(a) "Changes in Accounting Policies". They also confirm that reasonable and prudent judgements and estimates have been made in preparing the financial statements for the year ended 31 December 2004 and that applicable accounting standards have been followed. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the co and hence for taking reasonable steps for the prevention and detection of fraud and other irr

Robert Fuller Director 6 Afri)

Page 6 Hutchison 3G UK Limited Independent Auditors Report to the members of Hutchison 3G UK Limited We have audited the financial statements which comprise the profit and loss account, statement of total recognised gains and losses, the balance sheet, and the related notes. Respective responsibilities of Directors and auditors The Directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statement of Directors' responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions is not disclosed. Basis of audit opinion We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of the Company's affairs at 31 December 2004 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. PIA ay.-4v cloak( Ccr-14 LC.? PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors London Date: I g

Page 1 1.0

I I I I I I I I I I I I I I 1.0 I I I I 1.0 1.0 Hutchison 3G UK Limited Profit and Loss Account for the Year Ended 31 December 2004 Sheet1 *Details of the restatement are set out in Note 1(a) to these financial statements. The results relate to activities which are continuing. There is no difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents. The notes on pages 11 to 24 form an integral part of these financial statements.

Page 8 Hutchison 3G UK Limited Statement of Total Recognised Gains and Losses for the Year Ended 31 December 2004 Sheet2

*Details of the restatement are set out in Note 1(a) to these financial statements.

Page 9 Hutchison 3G UK Limited

Director’s Report 15

Directors' Report The Directors present their report and the audited financial statements for the year ended 31 December 2003.

Principal activities and review of the business, and future developments Hutchison 3G UK Limited's (the "Company") principal activity is the provision of

Directors Report 15

Directors' Report The Directors present their report and the audited financial statements for the year ended 31 December 2003.

Principal activities and review of the business, and future developments Hutchison 3G UK Limited's (the "Company") principal activity is the provision of third generation video multi-media and communication services. Towards the end of 2002, the Hutchison Whampoa Group unveiled its identity '3' for its third generation video mobile multi-media and communication services worldwide. 3 officially launched its service offering in the UK during the first half of 2003. The Company continued to roll out its network and at the year end, over 5,000 cell sites were in operation with a footprint coverage of over 74% of the population and over 99% coverage via a 2G national roaming agreement with 02. Promotional offerings in the Summer of 2003 were well received and all of the first generation of 3G handsets delivered by suppliers were sold. Although committed to develop, manufacture and deliver a significantly enhanced second generation of 3G handsets for sale during the third quarter, suppliers only made limited deliveries, seriously impairing the Company's ability to increase it's customer base in the fourth quarter of 2003. In early 2004, the Company announced the launch of 'Threepay, its first 'Pay-As-You-Go' offer to customers who prefer to pre-pay for their mobile service. During early 2004 the availability of next generation handsets has improved significantly and the Company's supplies have commenced delivery of new handset models in commercial quantities. As a result, sales have progressed well. Post balance sheet events Particulars of significant events since the year end are set out in note 27 to the financial statements.

Pace 2 Hutchison 3G UK Limited Directors' Report (continued) Research and development The Company continues an active research and development programme for the enhancement of third generation mobile video multi-media and communication services. Results and dividends The Company's loss for the year amounted to ?970,101,000 (2002: ?148,897,000). The Directors do not recommend the payment of a dividend (2002: nil). Directors and their interests The Directors who held office during the year and changes to Directors since year end are as follows: Anette Bordes - alternate director to Stanley Miller Susan Chow Lord Derwent LVO Paul van Doomn Canning Fok Robert Fuller Akira Hirooka Marcus de Jong Seiji Kawamura Dominic Lai Victor Li Stanley Miller Kyoji Murakami Simon Neathercoat - alternate director to Stanley Miller Vincenzo Novari James Roosevelt alternate director to Marcus de Jong alternate director to Stanley Miller Edith Shih Frank Sixt Colin Tucker Appointed 26/03/2003 and ceased to act 09/05/2003 Resigned 15/05/2003 and re-appointed 20/08/2004 Resigned 15/05/2003 and re-appointed 20/08/2004 Appointed 26/06/2003 and resigned 27/05/2004 Appointed 15/05/2003 Resigned 26/06/2003 Resigned 07/11/2003 Resigned 27/05/2004 Appointed 20/08/2004 Resigned 07/11/2003 Resigned 27/05/2004 Ceased to act 26/03/2003, re-appointed 09/05/2003, ceased to act 04/09/2003, re-appointed 29/09/2003 and ceased to act 07/11/2003 Appointed 15/05/2003 Ceased to act 07/11/2003 Appointed 4/9/2003 and ceased to act 29/9/2003 The interests of Directors in shares in or debentures of the Company or any body corporate of the same group as at 31 December 2003 and, if applicable, as at the beginning of the year ended 31 December 2003 (or, if not then a Director, when he or she became one) as required to be recorded in the register maintained under section 325 of the Companies Act 1985 were as follows:

Page 3

Hutchison 3G UK Limited Directors' Report (continued) (a)Interests in the Company None of the Directors had, as at 31 December 2003, any interests in shares in or debentures of the Company. (b)Interests in other bodies corporate of the group Mr. Canning Fok had: (i) as at 1 January 2003, a corporate interest in 2,010,875 shares in Hutchison Whampoa Limited ("HWL") and, as at 31 December 2003, a corporate interest in 2,110,875 shares in HWL, (ii) as at 1 January 2003 and 31 December 2003, a corporate interest in 5,000,000 shares in Hutchison Harbour Ring Limited, (Vi) as at 1 January 2003 and 31 December 2003, an interest in 100,000 shares in and a corporate interest in 1,000,000 shares in Hutchison Telecommunications (Australia) Limited ("HTAL"), (iv) as at 1 January 2003 and 31 December 2003, an interest in 134,000 5.5% unsecured convertible notes due 2007 and a corporate interest in 1,340,001 5.5% unsecured convertible notes due 2007 both issued by HTAL, (v) as at 1 January 2003, a corporate interest in a nominal amount of US$30,000,000 in the 7% notes due 2011 issued by Hutchison Whampoa International (01/11) Limited ("HWI(01/11r) and ceased to have such interest as at 31 December 2003, and (vi) as at 31 December 2003, a corporate interest in a nominal amount of EUR31,900,000 in the 5.875% notes due 2013 issued by Hutchison Whampoa Finance (03/13) Limited. Mr. Victor Li had, (i) (a) as at 1 January 2003, an interest in 10,470,000 shares in HWL and as at 31 December 2003, an interest in 11,496,000 shares in HWL (see note a), and (b) as at 1 January 2003 and 31 December 2003, a corporate interest in 1,086,770 shares in HWL (see note b), and (ii) as at 1 January 2003 and 31 December 2003, an interest in 5,428,000 shares in Cheung Kong Infrastructure Holdings Limited (see note c), (iii) as at 1 January 2003, a corporate interest in a nominal amount of US$7,000,000 in the 7% notes due 2011 issued by HWI(01 /11), and as at 31 December 2003, a corporate interest in a nominal amount of US$2,000,000 in the 7% notes due 2011 issued by HWI(01/11), and (iv) as at 31 December 2003, a corporate interest in a nominal amount of US$11,000,000 in the 6.5% notes due 2013 issued by Hutchison Whampoa International (03/13) Limited ("HWI(03/13)"). Notes: (a) These shares are held by Li Ka-Shing Castle Trustee Company Limited ("TUT3") as trustee of The Li Ka-Shing Castle Trust ("UT3"). The discretionary beneficiaries of each of the two discretionary trusts ("DT3" and "0T4") are, inter alia, Mr. Victor Li, his wife and children. Each of the trustees of DT3 and 014 holds units in UT3 but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust. The entire issued share capital of TUT3 and the trustees of 013 and DT4 are owned by Li Ka- Shing Castle Holdings Limited ("Castle Holdco"). Mr. Victor Li is interested in one-third of the entire issued share capital of Castle Holdco. TUT3 is only interested in the shares of HWL by reason only of its obligation and power to hold interests in those shares in its ordinary course of business as trustee and, when performing its functions as trustee, exercises its power to hold interests in the shares of HWL independently without any reference to Castle Holdco or Mr. Victor Li as a holder of the shares of Castle Holdco as aforesaid. As Mr. Victor Li is a discretionary beneficiary of each of DT3 and 014, and by virtue of the above, Mr. Victor Li is taken to have a duty of disclosure in relation to the said shares of HWL held by TUT3 as trustee of UT3, Hutchison 3G UK Limited Directors' Report (continued) (b)These shares are held by certain companies in which Mr. Victor Li is interested in the entire issued share capital. (c)These shares are held by Li Ka-Shing Unity Trustee Company Limited ("TUT1") as trustee of The Li Ka-Shing Unity Trust ("UT1"). The entire issued share capital of TUT1 and of the trustees of The Li Ka-Shing Unity Discretionary Trust ("DT1") and another discretionary trust ("DT2") are owned by Li Ka-Shing Unity Holdings Limited ("Unity Holdco"). Mr. Victor Li is interested in one- third of the entire issued share capital of Unity Hoidco. Each of Li Ka-Shing Unity Trustee Corporation Limited as trustee of DTI and Li Ka-Shing Unity Trustcorp Limited as trustee of DT2 holds units in UT1 but is not entitled to any interest or share in any particular property comprising the trust assets of the said unit trust. The discretionary beneficiaries of each of DTI and DT2 are, inter alia, Mr. Victor Li, his wife and children. Mrs. Susan Chow had, as at 1 January 2003, an interest in 50,000 shares in HWL and as at 15 May 2003 (date of resignation), an interest in 150,000 shares in HWL. Lord Derwent had, as at 1 January 2003 and 15 May 2003 (date of resignation), an interest in 15,500 shares in HWL. Mr. Robert Fuller had, as at 15 May 2003 (date of appointment) and 31 December 2003, an option over 1,490,313 shares in Hutchison 3G Italia S.p.A. Mr. Vincenzo Novari had, as at 15 May 2003 (date of appointment) and 31 December 2003, an option over 1,490,313 shares in Hutchison 3G Italia S.p.A. Ms. Edith Shih had: (i) as at 1 January 2003, a personal interest and a family interest in aggregate of 34,600 shares in HWL and as at 31 December 2003, an interest in 27,200 shares in and a family interest in 7,400 shares in HWL, (i) as at 1 January 2003, an interest in a nominal amount of US$205,000 in the 6.95% notes due 2007 issued by Hutchison Whampoa Finance (Cl) Limited and ceased to have such interest as at 31 December 2003, (iii) as at 1 January 2003, a personal interest and a family interest in aggregate of a nominal amount of US$400,000 in the 7% notes due 2011 issued by HWI(01/11) and ceased to have such interest as at 31 December 2003, (iv) as at 31 December 2003, an interest in a nominal amount of US$500,000 and a family interest in a nominal amount of US$100,000 both in the 6.5% notes due 2013 issued by HWI(03/13), and (v) as at 31 December 2003, an interest in a nominal amount of US$300,000 and a family interest in a nominal amount of US$100,000 both in the 6.25% notes due 2014 issued by Hutchison Whampoa International (03/33) Limited. Mr. Frank Sixt had, as at 1 January 2003 and 31 December 2003, an interest in 50,000 shares in HWL. Dr. Colin Tucker had, as at 1 January 2003 and 31 December 2003, an option over 9,122,500 shares in Hutchison 3G UK Holdings Limited. Subject to compliance with applicable legal and regulatory requirements of Hutchison 3G UK Holdings Limited and any of its parent companies, options issued under the scheme will vest and be exercisable partly on the initial public offering of shares in Hutchison 3G UK Holdings Limited and partly at predetermined dates thereafter. The expiry date for these options is 20 April 2011. Save as disclosed above, as at 31 December 2003, no Director had, according to the register, any interests in shares in or debentures of the Company or any body corporate in the same group, or any right to subscribe for such shares or debentures. Hutchison 3G UK Limited Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests. Communication with all employees continues through the intranet newsletters, workshops and briefing groups. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. Auditors The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting.

Page 6 Hutchison 3G UK Limited Directors' Report (continued) Statement of directors' responsibilities Company law requires the directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. The directors are required to prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the company will continue in business. The directors confirm that suitable accounting policies have been used and applied consistently with the exception of the changes arising on the adoption of new accounting standards in the year as explained on page 11 under Note 1(a) "Basis of accounting". They also confirm that reasonable and prudent judgements and estimates have been made in preparing the financial statements for the year ended 31 December 2003 and that applicable accounting standards have been followed. The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

By he Board bert Fuller Director 2004-09-08 00:00:00

Page 1 Hutchison 3G UK Limited Independent Auditors' Report to the members of Hutchison 3G UK Limited We have audited the financial statements which comprise the profit and loss account, the balance sheet, and the related notes. Respective responsibilities of directors and auditors The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statement of directors' responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions is not disclosed. Basis of audit opinion We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of the Company's affairs at 31 December 2003 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. etcovelivEya, Lee PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors London Date: ccC74.4A,..2ops

Administrative expenses 4 (661,385) (125,627) Sheet1 The Company has no recognised gains or losses other than the loss for the year as shown above and therefore no separate statement of total recognised gains and losses has been presented. There is no difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents. The notes on pages 11 to 22 form an integral part of these financial statements. Hutchison 3G UK Limited

Director’s Report 16

Directors' Report The Directors present their report and the audited financial statements for the year ended 31 December 2002. Principal activities and review of the business The principal activities of the Company during 2002 were to finalise the deployment of the network, integrat

Directors Report 16

Directors' Report The Directors present their report and the audited financial statements for the year ended 31 December 2002. Principal activities and review of the business The principal activities of the Company during 2002 were to finalise the deployment of the network, integrate the systems, complete final user testing and prepare for commercial launch and operation of its 3G business in 2003. Towards the end of the year, the Hutchison Whampoa group unveiled its brand identity 3 for its third generation mobile video multi media and communication services worldwide. The Company has continued to add to its product offering and during the year entered into the following agreements with providers of multi media content, which the Company will deliver to its customers as part of its third generation mobile video multi media and communication services: ?Emap Performance, a division of Emap Plc to provide content from its range of music and lifestyle magazines. ?Independent Television News Limited (ITN) to provide up to the minute video news content ?Zeppotron Limited to provide comedy content. ?MyMovies Limited to provide the very latest movie information ?Reuters Limited to provide news and financial data. The Company is "open for business" Handset pricing policies and tariff plans have been announced and early customer responses have been encouraging. The Company has opened 3 flagship stores and has signed agreements with major handset distributors and high street outlets, which include: ?Dixons Stores Group (DSG Retail Limited) ?Carphone Warehouse Limited ?Phones 4U Limited ?Hugh Symons Group plc ?Avenir Telecom UK Limited In March 2003, the Company reached agreement with its lenders to extend the current ?3.2 billion interim finance facility for an additional year. The facility is available through to March 2005. At the same time as the Company agreed the extension of its banking facility, it also renegotiated its banking covenants from 2003 to the end of the banking facility. Additionally, in May 2003, the Company has received an additional ?1 billion funding as a loan from its immediate parent company.

Post Balance Sheet Events Particulars of important events since the year-end are set out in note 23 to the financial statements.

Page 2 Hutchison 3G UK Limited Directors' Report (continued) Research and development The Company continues an active research and development programme for the enhancement of third generation mobile video multi media and communication services. Results and dividends The Company's loss for the year amounted to ?149,897,000 (2001: ?45,671,000). The Directors do not recommend the payment of a dividend (2001: nil). Directors and their interests The Directors who held office during the year and changes to Directors since year end are as follows: Anette Bordes - alternate director to Stanley Miller Susan Chow Lord Derwent LVO Canning Fok Koichi Harada Akira Hirooka Marcus de Jong Shiro Kanazu Seiji Kawamura Victor Li Stanley Miller Kyoji Murakami Simon Neathercoat - alternate director to Stanley Miller James Roosevelt - alternate director to Marcus de Jong Edith Shih Frank Sixt Colin Tucker Appointed 26/03/2003 and ceased to act 09/05/2003

Resigned 25/07/2002

Resigned 16/05/2002 Appointed 16/05/2002

Appointed 25/07/2002 Appointed 23/10/2002, ceased to act 26/03/2003 and re-appointed 09/05/2003 Appointed 06/12/2002 The interests of Directors in shares in or debentures of the Company or any body corporate of the same group as at 31 December 2002 and, if applicable, as at the beginning of the year ended on 31 December 2002 (or, if not then a Director, when he or she became one) as required to be recorded in the register maintained under section 325 of the Companies Act 1985 were as follows: (a) Interests in the Company None of the Directors had, as at 31 December 2002, any interests in shares in or debentures of the Company.

Page 3

Hutchison 3G UK Limited

Directors' Report (continued)

(b) Interests in other bodies corporate of the group Mr. Canning Fok had: (i) as at 1 January 2002, a corporate interest in 1,260,875 shares in Hutchison Whampoa Limited ("HWL") and, as at 31 December 2002, a corporate interest in 2,010,875 shares in HWL, (ii) as at 1 January 2002 and as at 31 December 2002, an interest in 100,000 shares and a corporate interest in 1,000,000 shares in Hutchison Telecommunications (Australia) Limited ("HTAL"), (ii) as at 31 December 2002, 1,340,001 5.5% unsecured convertible notes due 2007 issued by HTAL as well as a personal interest in 134,000 5.5% unsecured convertible notes due 2007 issued by HTAL, (iv) as at 1 January 2002, a corporate interest in a nominal amount of US$32,500,000 in the 7.00% Notes due 2011 issued by Hutchison Whampoa International (01/11) Limited ("HWI(01/11)"), and as at 31 December 2002, a corporate interest in a nominal amount of US$30,000,000 in the 7.00% Notes due 2011 issued by HWI(01/11), and (v) as at 31 December 2002, a corporate interest in 5,000,000 shares in Hutchison Harbour Ring Limited. Mr. Victor Li had, (a) as at 1 January 2002 and 31 December 2002, an interest in: (i) 10,470,000 shares in HWL (see note c), (ii) 1,086,770 shares in HWL (see note a), and (iii) 5,428,000 shares in Cheung Kong Infrastructure Holdings Limited ("CKI") (see note b), and (b) as at 1 January 2002, a corporate interest in a nominal amount of US$5,000,000 in the 7.00% Notes due 2011 issued by HWI(01/11), and as at 31 December 2002, a corporate interest in a nominal amount of US$7,000,000 in the 7.00% Notes due 2011 issued by HWI(01/11). Notes: (a)These shares are held by companies in which Mr. Victor Li controls one-half or more of the voting rights at their general meetings. (b)These shares are held by companies controlled by Li Ka-Shing Unity Trustee Company Limited as trustee of The Li Ka-Shing Unity Trust (the "LKS Unity Trust"). All the issued and outstanding units in the LKS Unity Trust are held by Li Ka-Shing Unity Trustee Corporation Limited as trustee of The Li Ka-Shing Unity Discretionary Trust and by another discretionary trust. The discretionary beneficiaries of such discretionary trusts are, inter alia, Mr. Victor Li and his wife and their two daughters. (c)These shares are held by a unit trust and company controlled by such unit trust. All issued and outstanding units of such unit trust are held by discretionary trusts. The discretionary beneficiaries of such discretionary trusts are, inter alia, Mr. Victor Li and his wife and their two daughters. Mrs. Susan Chow had, as at 1 January 2002 and 31 December 2002, an interest in 50,000 shares in HWL. Lord Derwent had, as at 1 January 2002 and 31 December 2002, an interest in 15,500 shares in HWL.

Page 4 Hutchison 3G UK Limited Ms. Edith Shih had: (i) as at 1 January 2002, a personal interest and a family interest in aggregate of 17,100 shares in HWL and, as at 31 December 2002, a personal interest and a family interest in aggregate of 34,600 shares in HWL, (ii) as at 1 January 2002 and 31 December 2002, an interest in a nominal amount of US$205,000 in the 6.95% Notes due 2007 issued by Hutchison Whampoa Finance (Cl) Limited and (Di) as at 1 January 2002 and 31 December 2002, a personal interest and a family interest in an aggregate nominal amount of US$400,000 in the 7% Notes due 2011 issued by HWI(01/11). Mr. Frank Sixt had, as at 1 January 2002 and 31 December 2002, an interest in 50,000 shares in HWL. Dr. Colin Tucker had, as at 1 January 2002 and 31 December 2002, an option over 9,122,500 shares in Hutchison 36 UK Holdings Limited. Subject to compliance with applicable legal and regulatory requirements of Hutchison 36 UK Holdings Limited and any of its parent companies, options issued under the scheme will vest and be exercisable partly on the initial public offering of shares in Hutchison 36 UK Holdings Limited and partly at predetermined dates thereafter. The expiry date for these options is 20 April 2011. Save as disclosed above, as at 31 December 2002, no Director had, according to the register, any interests in shares in or debentures of the Company or any body corporate in the same group, or any right to subscribe for such shares or debentures. Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests. Communication with all employees continues through the intranet newsletters, workshops and briefing groups. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.

Auditors Following the conversion of our auditors PricewaterhouseCoopers to a Limited Liability Partnership (LLP) from 1 January 2003, PricewaterhouseCoopers resigned on 1 March 2003. The directors appointed its successor, PricewaterhouseCoopers LLP, as auditors at that date. PricewaterhouseCoopers LLP have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming Annual General Meeting.

Page 5 Hutchison 3G UK Limited Statement of Directors' Responsibilities Company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year. In preparing those financial statements, the Directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

By Order of the Board

2003-05-15 00:00:00

Page 6 Hutchison 3G UK Limited Independent Auditors' Report to the Members of Hutchison 3G UK Limited We have audited the financial statements which comprise the profit and loss account, the balance sheet and the related notes. Respective responsibilities of directors and auditors The Directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statement of Directors' responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the company has not kept proper accounting records if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors remuneration and transactions is not disclosed. Basis of audit opinion We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the Company as at 31 December 2002 and of the loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. krgnir-cE2ak 41"?" (11 PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors London 2003-05-15 00:00:00 Page 7 Hutchison 3G UK Limited

Profit and Loss Account for the Year Ended 31 December 2002 Sheet1 The Company has no recognised gains or losses other than the loss for the year as shown above and therefore no separate statement of total recognised gains and losses has been presented. There is no difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents. The notes on pages 10 to 20 form an integral part of these financial statements.

Page 8 Hutchison 3G UK Limited

Director’s Report 17

Directors' Report The Directors present their report and the audited financial statements of the Company for the year ended 31 December 2001.

Principal activities and review of the business The principal activity of the Company during the year was the continuation of the developm

Directors Report 17

Directors' Report The Directors present their report and the audited financial statements of the Company for the year ended 31 December 2001.

Principal activities and review of the business The principal activity of the Company during the year was the continuation of the development of the infrastructure and services to provide third generation mobile multi media services in the UK. Much progress has been made regarding site acquisitions, network roll-out and products and services development. On 23 February 2001 the Company agreed to lease space on sites managed by Crown Castle UK Limited. These sites are to be used to construct the infrastructure required to operate the Company's third generation mobile multi media services in the UK. On 30 March 2001 the Company secured a ?3.2 billion interim financing facility to be made available over a three-year period and which may be extended for an additional year, comprising financing from banks, vendors and Hutchison Whampoa Limited group. Also on 30 March 2001 Nokia UK Limited was selected as the core network provider. The radio access network contract was awarded jointly to Nokia UK Limited and NEC (UK) Limited. On 25 June 2001 a three-year agreement was reached between the Company and The FA Premier League Limited to secure the exclusive rights to provide exclusive Premier League content to mobile phones and other wireless devices. Agreements were reached between the Company and i) Norte! Networks UK Limited (on 2 August 2001) and fi) 186K Limited, a part of the Lattice Group (on 25 July 2001), to provide a backbone fibre optic network. On 7 December 2001 a national roaming agreement was reached between the Company and BT Cellnet Limited, a subsidiary of MMO2 Plc, which enables the Company to provide roaming services to its customers. The Directors are satisfied with progress to date.

Post balance sheet events Particulars of important events since the year-end are set out in note 23 to the financial statements.

Research and development The Company continues an active research and development programme for the enhancement of third generation mobile multi media services.

Results and dividends The Company's loss for the year was ?45,671,000 (2000: ?88,167,000). The directors do not recommend the payment of a dividend (2000: nil).

Page 1 Hutchison 3G UK Limited Directors' Report Directors and their interests The Directors who held office during the year were as follows: Canning Fok Victor Li Susan Chow Lord Dement LVO Edith Shih Frank Ski Colin Tucker Appointed 03/09/2001 Koichi Harada Akira Hirooka Shiro Kanazu Marcus de Jong Appointed 05/11/2001 Diederik Karsten Resigned 05/11/2001 Stanley Miller Gen Hofsteenge Appointed 19/04/2001 Resigned 05/11/2001 ? alternate director to Diederik Karsten The interests of Directors in shares in or debentures of the Company or any body corporate of the same group as at 31 December 2001 and, if applicable, as at the beginning of the year ended on 31 December 2001 (or, if not then a Director, when he or she became one) as required to be recorded in the register maintained under section 325 of the Companies Act 1985 were as follows: (a)Interests in the Company None of the Directors had, as at 31 December 2001, any interests in shares in or debentures of the Company. (b)Interests in other bodies corporate of the group Mr. Canning Fok had: (i) as at the date of his appointment as a Director, an interest in 1,001,097 shares (of which 38,500 shares were held through a corporation) in Hutchison Whampoa Limited and, as at 31 December 2001, a corporate interest in 1,260,875 shares in Hutchison Whampoa Limited, (ii) as at the date of his appointment as a Director and as at 31 December 2001, an interest in 100,000 shares in Hutchison Telecommunications (Australia) Limited, and as at 31 December 2001, a corporate interest in 1,000,000 shares in Hutchison Telecommunications (Australia) Limited, (iii) as at the date of his appointment as a Director, a corporate interest in a nominal amount of US$11,000,000 in the 6.95% Notes due 2007 issued by Hutchison Whampoa Finance (Cl) Limited, and (iv) as at 31 December 2001, a corporate interest in a nominal amount of US$32,500,000 in the 7.00% Notes due 2011 issued by Hutchison Whampoa International (01/11) Limited. Mr. Victor Li had, (a) as at the date of his appointment as a Director, an interest in: (i) 8,800,000 shares in Hutchison Whampoa Limited (see note a), (ii) 971,000 shares in Hutchison Whampoa Limited (see note b), and (iii) 5,428,000 shares in Cheung Kong Infrastructure Holdings Limited (see note c), and (b) as at 31 December 2001, an interest in: (i) 10,470,000 shares in Hutchison Whampoa Limited (see note d), (ii) 1,086,770 shares in Hutchison Whampoa Limited (see note b), (iii) 5,428,000 shares in Cheung Kong Infrastructure Holdings Limited (see note c) and (iv) a corporate interest in a nominal amount of US$5,000,000 in the 7.00% Notes due 2011 issued by Hutchison Whampoa International (01/11) Limited.

Page 2 Hutchison 3G UK Limited Notes: (a)These shares are held by a unit trust. All issued and outstanding units of such unit trust are held by discretionary trusts. The discretionary beneficiaries of such discretionary trusts are, inter alia, Mr. Victor Li and his wife and their two daughters. (b)These shares are held by companies in which Mr. Victor Li controls one-third or more of the voting rights at their general meetings. (c)These shares are held by companies controlled by Li Ka-Shing Unity Trustee Company Limited as trustee of The Li Ka-Shing Unity Trust (the "LKS Unity Trust"). All the issued and outstanding units in the LKS Unity Trust are held by Li Ka-Shing Unity Trustee Corporation Limited as trustee of The Li Ka-Shing Unity Discretionary Trust and by another discretionary trust. The discretionary beneficiaries of such discretionary trusts are, inter alia, Mr. Victor Li and his wife and their two daughters. (d)These shares are held by a unit trust and company controlled by such unit trust. All issued and outstanding units of such unit trust are held by discretionary trusts The discretionary beneficiaries of such discretionary trusts are, inter alia, Mr. Victor Li and his wife and their two daughters. Mrs. Susan Chow had, as at 31 December 2001, an interest in 50,000 shares in Hutchison Whampoa Limited. Lord Derwent had, as at the date of his appointment as a Director, an interest in 11,000 shares in Hutchison Whampoa Limited and, as at 31 December 2001, an interest in 15,500 shares in Hutchison Whampoa Limited. Ms. Edith Shih had: (i) as at the date of her first appointment as a Director, an interest in 5,000 shares in Hutchison Whampoa Limited and, as at 31 December 2001, a personal interest and a family interest in aggregate of 17,100 shares in Hutchison Whampoa Limited, (ii) as at the date of her first appointment as a Director and as at 31 December 2001, an interest in a nominal amount of US$205,000 in the 6.95% Notes due 2007 issued by Hutchison Whampoa Finance (Cl) Limited and (iii) as at 31 December 2001, a personal interest and a family interest in an aggregate nominal amount of US$400,000 in the 7% Notes due 2011 issued by Hutchison Whampoa International (01/11) Limited. Mr. Frank Sixt had, (i) as at the date of his appointment as a Director, an interest in a nominal amount of US$530,000 in the 7% convertible bonds due 2001 issued by Hutchison Delta Finance Limited and, (ii) as at 31 December 2001, an interest in 50,000 shares in Hutchison Whampoa Limited. Dr. Colin Tucker had at the date of his appointment as a director, and as at 31 December 2001, an option over 9,122,500 shares in Hutchison 3G UK Holdings Limited. Options issued under the scheme will vest and be exercisable partly on the initial public offering of shares in Hutchison 3G UK Holdings Limited and partly at predetermined dates thereafter. The expiry date for these options is 20 April 2011. Save as disclosed above, as at 31 December 2001, no Director had, according to the register, any interests in shares in or debentures of the Company or any body corporate in the same group, or any right to subscribe for such shares or debentures.

Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests. Communication with all employees continues through the intranet newsletters, workshops and briefing groups. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.

Page 3 Hutchison 36 UK Limited

Auditors The financial statements have been audited by PricewaterhouseCoopers who offer themselves for re- appointment. Statement of Directors' Responsibilities Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for that year. In preparing those financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

By Order s the Board

Director 2002-05-16 00:00:00

Page 4 Hutchison 3G UK Limited Independent Auditors' Report to the Members of Hutchison 3G UK Limited We have audited the financial statements which comprise the profit and loss account, the balance sheet and the related notes. Respective responsibilities of directors and auditors The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statement of directors' responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions is not disclosed.

Basis of audit opinion We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion In our opinion the financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2001 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. fiLd4ciatid-r-vb, PricewaterhouseCoopers Chartered Accountants and Registered Auditors 1 Embankment Place London WC2N 6RH 2002-05-16 00:00:00

The results of the Company relate to activities which are continuing. The Company has no recognised gains or losses other than the loss for the year as shown above and therefore no separate statement of total recognised gains and losses has been presented. There is no difference between the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents. The notes on pages 8 to 16 form an integral part of these financial statements.

Page 6 Hutchison 3G UK Limited

Director’s Report 18

Directors' Report The Directors present their report and the audited financial statements of the Company for the period from the date of incorporation to 31 December 2000.

Principal activities and review of the business The Company was incorporated on 29 November 1999 as Glenasta

Directors Report 18

Directors' Report The Directors present their report and the audited financial statements of the Company for the period from the date of incorporation to 31 December 2000.

Principal activities and review of the business The Company was incorporated on 29 November 1999 as Glenastar Limited which changed its name to TIW UMTS UK Limited on 4 January 2000 and subsequently to Hutchison 3G UK Limited on 21 July 2000. The principal activity of the Company during the period was the successful participation in the UK Government's Universal Mobile Telecommunications System (UMTS) licence auction process and the commencement of the development of the infrastructure and services to provide third generation mobile multi media services in the UK. The Directors are satisfied with progress to date.

Post balance sheet events Particulars of important events since the period end are set out in note 20 to the financial statements.

Research and development The Company continues an active research and development programme for the enhancement of third generation mobile multi media services.

Results and dividends The Company's loss for the period was ?88,167,000. The directors do not recommend the payment of a dividend.

Directors and their interests The Directors who held office during the period were as follows: Sheet1 Page 1 Hutchison 3G UK Limited Directors' Report The interests of Directors in shares in or debentures of the Company or any body corporate of the same group as at 31 December 2000 and, if applicable, as at the beginning of the period ended on 31 December 2000 (or, if not then a Director, when he or she became one) as required to be recorded in the register maintained under section 325 of the Companies Act 1985 were as follows: (a)Interests in the Company None of the Directors had, as at 31 December 2000, any interests in shares in or debentures of the Company. (b)Interests in other bodies corporate of the group The interests of such of the Directors as had any interests in shares in or debentures of any body corporate in the same group are disclosed in the annual report of Hutchison 3G UK Holdings Limited. Save as disclosed above, as at 31 December 2000, no Director had, according to the register, any interests in shares in or debentures of the Company or any body corporate in the same group, or any right to subscribe for such shares or debentures.

Employees Consultation with employees or their representatives is maintained, with the aim of ensuring that their views are taken into account when decisions are made that are likely to affect their interests. Communication with all employees continues through the intranet newsletters, workshops and briefing groups Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.

Auditors The financial statements have been audited by PricewaterhouseCoopers who retire and, being eligible, offer themselves for re-appointment.

Statement of Directors' Responsibilities Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

Page 2 Hutchison 3G UK Limited Directors' Report

?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements come 1 with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company a e hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

y Order of Board Director 2001-06-29 00:00:00 Page 3 Hutchison 3G UK Limited Auditors' Report to the Shareholders of Hutchison 3G UK Limited We have audited the financial statements on pages 5 to 13. Respective responsibilities of directors and auditors The Directors are responsible for preparing the Annual Report. As described on page 3, this includes responsibility for preparing the financial statements in accordance with applicable UK accounting standards. Our responsibilities, as independent auditors, are established in the UK by statute, the Auditing Practices Board and our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors' remuneration and transactions is not disclosed. We read the other information contained in the Annual Report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements.

Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion In our opinion the financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2000 and of its loss for the period then ended and have been properly prepared in accordance with the Companies Act 1985.

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